32Red : Posting of offer announcement

32Red Plc

('32Red' or ''the Company')

Notification pursuant to AIM Rule 20

Posting of offer announcement

In accordance with AIM Rule 20, following the announcement by Kindred Group Plc on 23 February 2017 regarding a recommended cash offer for the Company (the 'Announcement'), 32Red confirms that a copy of the Announcement has been posted to all shareholders of the Company.

The Announcement is available to view on the Company's websitehttp://www.32redplc.com/and is also set out below.

Enquiries:

32Red Plc	Tel: [phone]
Ed Ware, CEO
Jon Hale, CFO
Numis Securities Limited	Tel: [phone]
Michael Meade (Nominated Adviser)
Richard Thomas (Corporate Broking & Advisory)
Michael Burke (Corporate Broking & Advisory)
Hudson Sandler	Tel: [phone]
Alex Brennan	[e-mail]
Bertie Berger

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

EMBARGOED UNTIL 7.00 A.M.

Thursday 23 February 2017

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

Summary

· The boards of Kindred and 32Red are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Kindred will offer to acquire the entire issued and to be issued share capital of 32Red. The Offer is intended to be implemented by means of a Takeover Offer, further details of which are contained in the full text of this announcement.

· Under the terms of the Offer, 32Red Shareholders will be entitled to receive:

for each 32Red Share 196 pence.

· 32Red Shareholders as at the record date of 3 March 2017 will also be entitled to receive and retain a second interim dividend per 32Red Share of 4 pence (the 'ApprovedDividend'), to be paid to 32Red Shareholders on 23 March 2017.

· The Offer provides an attractive opportunity for 32Red Shareholders to realise their holding of 32Red Shares at a premium in cash. The Offer values the entire issued and to be issued share capital of 32Red on a fully diluted basis at approximately £175.6 million.

· The Offer, together with the Approved Dividend, represents a premium of approximately:

- 16.3 per cent. to the closing price per 32Red Share of 172.0 pence on 22 February 2017 (being the last Business Day before the date of this announcement);

- 32.4 per cent. to the volume weighted average closing price per 32Red Share of 151.1 pence in the one month prior to the date of this announcement;

- 39.5 per cent. to the volume weighted average closing price per 32Red Share of 143.4 pence in the three months prior to the date of this announcement; and

- 42.5 per cent. to the volume weighted average closing price per 32Red Share of 140.3 pence in the six months prior to the date of this announcement.

· The cash consideration payable under the Offer (which for the avoidance of doubt does not include the Approved Dividend which is payable by 32Red) will be funded by new senior debt acquisition facilities, specifically for the purposes of the Transaction, provided by Swedbank.

· The 32Red Directors, who have been so advised by Numis as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the 32Red Directors, Numis has taken into account the commercial assessments of the 32Red Directors.

· Accordingly, the 32Red Directors intend unanimously to recommend that 32Red Shareholders accept or procure acceptance of the Offer (or, in the event that the Offer is implemented by way of a Scheme, vote in favour of the resolutions relating to such Scheme), as the 32Red Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 36,993,281 32Red Shares representing, in aggregate, approximately 43.3 per cent. of the share capital of 32Red in issue on 22 February 2017 (being the latest practicable date prior to the publication of this announcement).

· Furthermore, Kindred has received irrevocable undertakings from other 32Red Shareholders in respect of an aggregate of 23,707,951 32Red Shares, representing approximately 27.8 per cent. of the share capital of 32Red in issue on 22 February 2017 (being the latest practicable date prior to the publication of this announcement) to accept (or procure the acceptance of) the Offer (or, in the event that the Offer is implemented by way of a Scheme, vote in favour of the resolutions relating to such Scheme).

· Accordingly, Kindred has received irrevocable undertakings to accept (or procure acceptance of) the Offer in relation to an aggregate of 60,701,232 32Red Shares, representing approximately 71.1 per cent. of the share capital of 32Red in issue on 22 February 2017 (being the latest practicable date prior to the publication of this announcement). With the exception of the undertaking given by Miton Asset Management, each of the irrevocable undertakings are given in terms such that they will continue to be binding (and will not lapse) even in the event of a new offer for 32Red being made or announced by a third party. The undertaking given by Miton Asset Management will lapse if (i) the Offer is withdrawn or lapses and no new, revised or replacement Offer is announced at the same time; or (ii) a third party makes a competing offer for the entire issued share capital of 32Red at a value which (in 32Red's reasonable opinion on the advice of Numis) exceeds the value of the consideration offered under the terms of the Offer by 10% or more per 32Red Share. Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

· Kindred is one of the world's largest online gaming and sports betting companies with over 15 million customers across 100 markets. Kindred's core B2C offerings are in Europe and Australia, with customers in most global markets. The acquisitions of the Stan James online business and iGame in 2015 have made Kindred one of Europe's leading online gambling providers.

· The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement, including the receipt by Kindred of valid acceptances in respect of, or otherwise acquiring or agreeing to acquire (whether pursuant to the Offer or otherwise), shares which constitute not less than 75 per cent. (or such lesser percentage as Kindred may decide, but such percentage not being less than 50 per cent. plus one share) in nominal value of the 32Red Shares.

· The Offer Document and Form of Acceptance, containing further information about the Offer, will be sent to 32Red Shareholders as soon as practicable (and, in any event, within 28 days of the date of this announcement or such later date as Kindred and 32Red may agree otherwise) and will be made available by Kindred on its website at www.kindredplc.com/ and by 32Red on its website at www.32Redplc.com/.

Commenting on the Offer, Ed Ware of 32Red, said:

'We have consistently and profitably grown 32Red's market share in the regulated markets of the UK and more recently, Italy. The management team at Kindred have a similar business philosophy to our own and we look forward to joining forces with Kindred and continuing our successful growth within the Kindred Group.'

Commenting on the Offer, Henrik Tjärnström of Kindred, said:

'The acquisition of 32Red is consistent with our multi-brand strategy and stated desire to grow our business in regulated and soon to be regulated markets. 32Red is a high quality, customer-focused business with a similar culture to Kindred's and we are delighted to welcome 32Red and its team into the Kindred Group and look forward to further developing the brand going forward.'

Analyst and investor call

Kindred will host a conference call on 23 February 2017 to discuss the acquisition of 32Red. The call will begin at 09:30 a.m. CET and the numbers to use are as follows:

[phone]
[phone]

Subject to certain restrictions, the recorded call will be available to all interested parties on the 'Investors' section of the Kindred website at www.kindredplc.com/.

This summary should be read in conjunction with, and is subject to, the full text of this announcement (including its Appendices). The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Offer Document and the Form of Acceptance.

Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix III contains a summary of the irrevocable undertakings received in relation to the Offer. Appendix IV contains definitions of certain expressions used in this summary and this announcement.

Enquiries:
Kindred Group plc
Henrik Tjärnström	[phone]
Inga Lundberg	[phone]
Houlihan Lokey (Financial adviser to Kindred)
George Fleet	[phone]
Panmure Gordon (Broker to Kindred)
Ben Thorne	[phone]
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

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.

Panmure Gordon (UK) Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Kindred and no-one else in connection with the matters set out in this announcement, and will not be responsible to anyone other than Kindred for providing the protections afforded to clients of Panmure Gordon (UK) Limited nor for giving advice in relation to the subject matter of this announcement.

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 confirm in this 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 full text of this announcement.

In particular, public disclosures consistent with the provisions of Rule 8 of the Code (as if it applied to 32Red) should not be emailed to the Panel, but, as described below, released directly through a Regulatory Information Service.

Further Information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance, or transfer of securities in any jurisdiction in contravention of applicable law.

The Offer will be made solely by means of the Offer Document and, in respect of the 32Red Shares held in certificated form, the Form of Acceptance, which will contain the full terms and Conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents. 32Red Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

This announcement has been prepared for the purpose of complying with applicable English and Gibraltar law and applicable securities laws and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Gibraltar.

Overseas Shareholders

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 subject to 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.

US 32Red Shareholders should note that the Offer relates to the securities of a Gibraltar company which are admitted to trading on AIM, is subject to applicable Gibraltar and UK procedural and disclosure requirements (which are different from those of the US) and is proposed to be implemented under a takeover offer under applicable Gibraltar law and in accordance with the Code (as if it applied to 32Red, and therefore the Offer). Accordingly, the Offer will be subject to any applicable Gibraltar procedural and disclosure requirements and practices, which are different from the procedural and disclosure requirements of the US tender offer rules under the United States Exchange Act. The financial information with respect to 32Red included in this announcement and the Offer documentation has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Unless otherwise determined by Kindred and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to 32Red Shareholders who are not resident in the United Kingdom or Gibraltar may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Gibraltar should inform themselves of, and observe, any applicable requirements.

Forward Looking Statements

This announcement contains statements about Kindred and 32Red 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. Without limitation, any statements preceded or followed by or that include the words 'targets', 'plans', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates', 'estimates', 'projects' or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Kindred's or 32Red's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Kindred's or 32Red's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Each of Kindred and 32Red disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Kindred or 32Red, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Kindred or 32Red, as appropriate.

Disclosure requirements

32Red is a Gibraltar company and is therefore not subject to the Code. Accordingly, shareholders of 32Red and others dealing in 32Red Shares are not obliged to disclose any of their dealings under the provisions of the Code. However, market participants are requested to make disclosure of dealings as if the Code applied and as if 32Red were in an 'offer period' under the Code. 32Red Shareholders and persons considering the acquisition or disposal of any interest in 32Red Shares are reminded that they are subject to the Disclosure Guidance and Transparency Rules made by the UKLA and other applicable regulatory rules regarding transactions in 32Red Shares.

If you are in any doubt as whether or not you should disclose dealings, you should contact an independent financial adviser authorised by the Financial Conduct Authority under the FSMA (or, if you are resident in a jurisdiction other than the United Kingdom, a financial adviser authorised under the laws of such jurisdiction).

In light of the foregoing, as provided in Rule 8.3(a) of the Code, any person who is 'interested' in one per cent. or more of any class of 'relevant securities' of 32Red or of any 'securities exchange offeror' (being any 'offeror' other than an 'offeror' in respect of which it has been announced that its 'offer' is, or is likely to be, solely in 'cash') is requested to make an Opening Position Disclosure following the commencement of the 'offer period' which begins upon the release of this announcement.

An Opening Position Disclosure should contain details of the person's interests and short positions in, and rights to subscribe for, any 'relevant securities' of each of (i) 32Red and (ii) Kindred. Persons to whom Rule 8.3(a) would have applied had the Code been applicable are requested to make an Opening Position Disclosure by no later than 3:30 p.m. (London time) on the tenth Business Day following the commencement of the 'offer period' which begins upon the release of this announcement. Relevant persons who undertake 'dealings' in the relevant securities of 32Red or a 'securities exchange offeror' prior to the deadline for making an Opening Position Disclosure are requested instead to make a Dealing Disclosure.

Rule 8.3(b) of the Code provides that if any person is, or becomes 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of an offeree or of any 'securities exchange offeror', all 'dealings' in any 'relevant securities' of that offeree or of any 'securities exchange offeror' (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') should be publicly disclosed in a Dealing Disclosure by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant transaction. In a situation where the Code applies, this requirement would continue until the date on which any 'offer' becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. Under Rule 8 of the Code, a Dealing Disclosure would contain details of the 'dealing' concerned and of the person's interests and short positions in, and rights to subscribe for, any 'relevant securities' of (i) 32Red and (ii) any 'securities exchange offeror', save to the extent that these details have previously been disclosed under Rule 8.

Accordingly, in the case of both an Opening Position Disclosure and Dealing Disclosure (if any), disclosures of interests in the shares of 32Red are requested to be made.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of 32Red or a 'securities exchange offeror', they would, if the Code were applicable, be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Consistent with the provisions of Rule 8.1 of the Code, Opening Position Disclosures should be made by 32Red and by any 'offeror', and all 'dealings' in 'relevant securities' of 32Red by 32Red, by any 'offeror' or by any persons 'acting in concert' with any of them, should be disclosed in a Dealing Disclosure by no later than 12 noon (London time) on the Business Day following the date of the relevant transaction.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of 'securities'. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of 'securities', or by virtue of any option in respect of, or derivative referenced to, 'securities'.

Terms in quotation marks are defined in the Code, which can be found on the Panel's website. If you are in any doubt as to whether not you should disclose a 'dealing' by reference to the above, you should contact an independent financial adviser authorised by the FCA under the FSMA.

It should be noted that, for the purposes of the above summary of Rule 8 of the Code, Kindred is not treated as a 'securities exchange offeror' and therefore there is no requirement to disclose interests or dealings in shares of Kindred.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by 32Red Shareholders, persons with information rights and other relevant persons for the receipt of communications from 32Red may be provided to Kindred during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Kindred's and 32Red's websites at www.kindredplc.com/ and www.32Redplc.com/ respectively by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated and do not form part of this announcement.

A hard copy of this announcement will be sent by 32Red to 32Red Shareholders and persons with information rights (other than such 32Red Shareholders or persons with information rights who have elected to receive electronic communications) in accordance with the requirements of the Code.

You may request a hard copy of this announcement by contacting the Company Secretary of 32Red by submitting a request in writing to the Company Secretary at 32 Red plc, 741 Europort, Gibraltar. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

EMBARGOED UNTIL 7.00 A.M.

Thursday 23 February 2017

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

1. Introduction

The boards of Kindred and 32Red are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Kindred will offer to acquire the entire issued and to be issued ordinary share capital of 32Red. It is intended that the Offer be implemented by means of a Takeover Offer, further details of which are set out below.

2. The Offer

Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, 32Red Shareholders will be entitled to receive:

for each 32Red Share 196 pence.

32Red Shareholders as at the record date of 3 March 2017 will also be entitled to receive and retain a second interim dividend per 32Red Share of 4 pence (the 'Approved Dividend'), to be paid to 32Red Shareholders on 23 March 2017.

The Offer values the entire issued and to be issued share capital of 32Red on a fully diluted basis at approximately £175.6 million.

The Offer, together with the Approved Dividend, represents a premium of approximately:

- 16.3 per cent. to the closing price per 32Red Share of 172.0 pence on 22 February 2017 (being the last Business Day before the date of this announcement);

- 32.4 per cent. to the volume weighted average closing price per 32Red Share of 151.1 pence in the one month prior to the date of this announcement;

- 39.5 per cent. to the volume weighted average closing price per 32Red Share of 143.4 pence in the three months prior to the date of this announcement; and

- 42.5 per cent. to the volume weighted average closing price per 32Red Share of 140.3 pence in the six months prior to the date of this announcement.

The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement, including the receipt by Kindred of valid acceptances in respect of, or otherwise acquiring or agreeing to acquire (whether pursuant to the Offer or otherwise), shares which constitute not less than 75 per cent. (or such lesser percentage as Kindred may decide, but such percentage not being less than 50 per cent. plus one share) in nominal value of the 32Red Shares and represent not less than 75 per cent. (or such lesser percentage as Kindred may decide, but such percentage not being less than 50 per cent. plus one share) of the voting rights carried by the 32Red Shares.

The Offer Document and Form of Acceptance, containing further information about the Offer, will be sent to 32Red Shareholders as soon as practicable (and, in any event, within 28 days of the date of this announcement or such later date as Kindred and 32Red may agree) and will be made available by Kindred on its website at www.kindredplc.com/ and by 32Red on its website at www.32Redplc.com/.

3. Background to and reasons for the Offer

Kindred has a track record of making careful acquisition choices and successfully integrating these into the group, with eight companies having been acquired since 2005, extending the Kindred Group's geographic coverage and increasing its potential for long-term profitability. As part of Kindred's multi-brand strategy, Kindred uses acquisitions to complement its strong organic growth and to strengthen its position in locally-regulated or soon-to-be regulated countries.

32Red represents a strong strategic and cultural fit for Kindred and is consistent with its key areas of focus, namely:

Providing the best customer experience

32Red has a heritage in pure online gaming and has established a strong reputation by innovating for the improvement of its customers' experience as well as protecting them. This is consistent with Kindred's ambition to provide customers with the best experience possible. Both companies believe such an approach strengthens their trusted brands in the marketplace, in turn driving more customers to their businesses and retaining them for longer.

Creating industry leading brands

In December 2016, Kindred changed its group name from Unibet Group plc reflecting the fact that the group was growing and changing, with 13 consumer-facing brands in its portfolio, many of them acquired. In a competitive market such as online gaming, a strong brand is a key differentiator. Since its inception in 2002, 32Red has developed what Kindred believes to be a distinct, trusted and leading brand in the market. As an established online gaming brand in the UK, 32Red will sit extremely well within the Kindred's multi-brand strategy.

Building market share

The large, regulated and fast-growing UK market is a key territory for Kindred as demonstrated by the acquisition of the online business of Stan James plc in 2015. With a significant proportion of 32Red's revenue being generated in the UK, the acquisition of 32Red will considerably strengthen Kindred's position in the strategic UK market.

There are expected to be both cost and revenue synergies arising from the integration of 32Red into Kindred with the future migration of 32Red onto the Kindred platform providing 32Red's customers access to Kindred's extended range of content. It is expected that the transaction will be earnings enhancing in the first full financial year following acquisition.

4. Information on Kindred

Founded in 1997, Kindred is one of the largest online gambling companies in the world with over 15 million customers across more than 100 countries. Kindred is home to 13 consumer-facing brands, and is licensed in Australia and 11 EU member states. Kindred offers pre-game and live sports betting, poker, casino and games through several subsidiaries and brands including Unibet, Stan James, Maria Casino, iGame and Bingo.com, each with distinctive market positions. Kindred is headquartered in Malta and has over 1,100 employees across its various locations.

Kindred is listed on Nasdaq Stockholm Large Cap List and as of the close of trading on 22 February 2017, the latest practicable date prior to the date of this announcement, had a market capitalisation of approximately £1,719 million. In its most recent reported financial year ended 31 December 2016, Kindred generated gross win revenues of £544.1 million and EBITDA of £123.7 million.

For more information about Kindred, visit www.kindredplc.com.

5. Information on 32Red

Founded in 2002, 32Red is an award-winning online gaming company, operating an online casino, 32Red.com, as well as a poker room, 32RedPoker.com, online bingo destination, 32RedBingo.com, and a sports betting brand, 32RedSport.com. In 2015, 32Red acquired the Roxy Palace online casino business. 32Red is principally licensed and regulated in Gibraltar, the United Kingdom and Italy. 32Red is located in Gibraltar and has approximately 125 employees.

In its most recent reported financial year ended 31 December 2015, 32Red generated revenues of £48.7 million and EBITDA (before share option costs and exceptional items) of £5.2 million.

6. Current trading and prospects of 32Red

On 1 February 2017, 32Red provided an update on its trading performance for the year ended 31 December 2016.

32Red delivered a record annual net gaming revenue, up 28 per cent. to £62.3m (2015: £48.7m). This strong performance was driven by a combination of healthy organic growth in 32Red Casino, (up 19 per cent. on 2015), and a full financial year contribution from the Roxy Place business (acquired in July 2015).

In 2015 and 2016, 32Red's net gaming revenue by segment was:

Total net gaming revenue	2016	2015	Variance
32Red Casino - net gaming revenue	£58.5m	£46.3m	+26%
32Red Bingo, 32Red Poker and 32Red Sports - net gaming revenue	£3.8m	£2.4m	+60%
Total Net Gaming Revenue	£62.3m	£48.7m	+28%

32Red Casino's net gaming revenue increased by 26 per cent. to £58.5m in 2016 (2015: £48.7m), representing 94 per cent. of 32Red's total net gaming revenue for the 2016 financial year (2015: 95 per cent.). This strong growth reflected (i) the increased marketing investment in the 32Red Casino brand, (ii) a full financial year's contribution from Roxy Place Casino, and (iii) healthy growth from 32Red Casino in Italy. In addition, revenue from 32Red Bingo, 32Red Poker and 32Red Sport continued to grow strongly in 2016, primarily driven by 32Red Sport which continues to develop as an increasingly important customer acquisition and retention channel for 32Red.

32Red will announce its 2016 preliminary results on 9 March 2017. The results are expected to be in line with the 32Red Board's previous expectations. Early trading in 2017 has been strong across the Wider 32Red Group with revenues for the first 30 days in January 2017 up 21 per cent. on the corresponding period in 2016.

7. Recommendation by the 32Red Directors

The 32Red Directors, who have been so advised by Numis as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the 32Red Directors, Numis has taken into account the commercial assessments of the 32Red Directors.

Accordingly, the 32Red Directors intend unanimously to recommend that 32Red Shareholders accept (or procure the acceptance of) the Offer (or, in the event that the Offer is implemented by way of a Scheme, vote in favour of the resolutions relating to such Scheme), as the 32Red Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 36,993,281 32Red Shares representing, in aggregate, approximately 43.3 per cent. of the ordinary share capital of 32Red in issue on 22 February 2017 (being the latest practicable date prior to the publication of this announcement). These irrevocable undertakings are given in terms such that they will continue to be binding (and will not lapse) even in the event of a new offer for 32Red being made or announced by a third party.

8. Background to and reasons for the recommendation by 32Red

Since listing on AIM in 2005, 32Red has successfully pursued its clear and focused strategy to exploit both organic and selective M&A opportunities and deliver sustainable long-term growth for all its stakeholders. This strategy has been focused, primarily, upon growing its brands in its core UK market and expansion in new regulated markets where 32Red could exploit its marketing strength. This strategy has delivered strong net gaming revenue growth and increased profitability for shareholders, most recently illustrated by 32Red's 2016 year-end update.

However, whilst the 32Red Directors continue to believe in its stated growth strategy and the strength of the 32Red brand, they also believe that 32Red would now be better placed as part of a larger group. Kindred represents a strong strategic fit for 32Red and the 32Red Directors believe a combination will build on 32Red's long-standing presence and well-established brand in the UK casino market.

In making its assessment of the merits of the Offer, the 32Red Board has taken into account:

- the level of the cash consideration payable under the Offer, being at a level above 32Red's all-time high closing share price and (including the Approved Dividend) at a premium of 39.5 per cent. to the volume weighted average closing price per 32Red Share of 143.4 pence in the three months prior to the date of this announcement;

- the Offer representing an attractive valuation when considered against 32Red's historic earnings and prospects;

- the relative lack of liquidity in 32Red Shares and the fact that the Offer provides 32Red Shareholders with a certain opportunity to realise their investment in 32Red wholly for cash; and

- the level of irrevocable undertakings to accept (or procure the acceptance of) the Offer, representing, in aggregate 71.1 per cent. of the 32Red Shares.

Following this assessment and for the reasons set out above, the 32Red Board is unanimously recommending that 32Red Shareholders accept the Offer.

9. Irrevocable undertakings in relation to the Offer

Kindred has received irrevocable undertakings to accept (or procure acceptance of) the Offer representing an aggregate of 60,701,232 32Red Shares, representing approximately 71.1 per cent. of the share capital of 32Red in issue on 22 February 2017 (being the latest practicable date prior to the publication of this announcement).

With the exception of the undertaking given by Miton Asset Management, each of the irrevocable undertakings are given in terms such that they will continue to be binding (and will not lapse) even in the event of a new offer for 32Red being made or announced by a third party. The undertaking given by Miton Asset Management will lapse if (i) the Offer is withdrawn or lapses and no new, revised or replacement Offer is announced at the same time; or (ii) a third party makes a competing offer for the entire issued share capital of 32Red at a value which (in 32Red's reasonable opinion on the advice of Numis) exceeds the value of the consideration offered under the terms of the Offer by 10% or more per 32Red Share. Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

10. Management, employees and locations

Kindred believes that 32Red's management and employees are an important part of the opportunity to develop Kindred, particularly in the strategic UK market.

Kindred believes that, if the Offer is declared wholly unconditional, it will offer good career opportunities to 32Red employees.

11. Financing

The consideration payable under the Offer will be funded by new term and revolving facilities (the 'Facilities') provided to Kindred by Swedbank, pursuant to a facilities agreement entered into between Kindred as borrower and Swedbank as lender (the 'Swedbank Facility').

The Facilities comprise of: (i) a £110,000,000 term loan to be applied towards, amongst other things, financing the Offer; (ii) a EUR 112,000,000 revolving facility 'A' to be applied towards, amongst other things, financing the Offer, refinancing Kindred's existing revolving facility dated 31 August 2015 and towards any market purchases of 32Red Shares, and (iii) a £68,000,000 revolving facility 'B' to be applied towards, amongst other things, financing the Offer and any market purchases of 32Red Shares.

In respect of the Swedbank Facility, Kindred has agreed that, subject to certain limited exceptions, it will not waive or amend certain conditions and certain further terms of the Offer without the consent of Swedbank.

Houlihan Lokey is satisfied that sufficient resources are available to Kindred to satisfy in full the consideration payable to 32Red Shareholders under the terms of the Offer (which for the avoidance of doubt, does not include the Approved Dividend which is payable by 32Red).

12. 32Red Share Plans

Participants in the 32Red Share Plans will be contacted in due course regarding the effect of the Offer under those plans and provided with further details concerning proposals which will be made to them. Details of the proposals will be set out in the Offer Document and in separate letters to be sent to the participants in the 32Red Share Plans.

Kindred intends to provide incentive arrangements for 32Red employees consistent with Kindred's compensation schemes and having regard to 32Red's current incentive arrangements and its desire to attract and retain talent at 32Red.

13. Compulsory acquisition, delisting and cancellation of trading

If the Offer becomes or is declared unconditional in all respects and Kindred receives valid acceptances in respect of 32Red Shares which, together with the 32Red Shares acquired, or agreed to be acquired, before or during the Offer by Kindred, represent not less than 75 per cent. of the voting rights attaching to the 32Red Shares, Kindred intends to procure that 32Red will make an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of 32Red Shares and Kindred will seek to re-register 32Red as a private company.

A notice period of not less than 20 Business Days (at the expiry of which, cancellation will become effective) will commence on the date on which the Offer becomes or is declared unconditional in all respects provided that Kindred has attained 75 per cent. or more of the voting rights as described above.

Delisting would significantly reduce the liquidity and marketability of any 32Red Shares not assented to the Offer.

If Kindred receives acceptances to the Offer in respect of, and/or otherwise acquires 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, Kindred intends to exercise its rights pursuant to section 352A of the Companies Act 2014 of Gibraltar, and section 208 of the Companies Act 1930 of Gibraltar, to acquire compulsorily, on the same terms as the Offer, the remaining 32Red Shares not assented to the Offer.

14. Conditions to the Offer

The Offer will be conditional upon the satisfaction or waiver of the Conditions, as set out in Appendix I. In particular, the Offer will be conditional upon:

(a) valid acceptances being received by no later than 1:00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as Kindred may decide) in respect of 32Red Shares which, together with all other 32Red Shares which Kindred acquires or agrees to acquire (whether pursuant to the Offer or otherwise), constitute no less than 75 per cent. (or such lesser percentage as Kindred may decide, but such percentage not being less than 50 per cent. plus one share) in nominal value of 32Red Shares and represents not less than 75 per cent. (or such lesser percentage as Kindred may decide, but such percentage not being less than 50 per cent. plus one share) of the voting rights attached to such shares; and

(b) the Gaming Regulators having approved the acquisition by Kindred of 32Red Shares representing more than 50 per cent. of the voting rights carried by the 32Red Shares.

If Kindred has not received acceptances in respect of 32Red Shares which, together with the 32Red Shares acquired, or agreed to be acquired, before or during the Offer by Kindred, represent not less than 75 per cent. (or such lesser percentage as Kindred may decide, but such percentage not being less than 50 per cent. plus one share) of the voting rights attaching to the 32Red Shares, by 1:00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Kindred may decide), the Offer will lapse.

The full Conditions of the Offer are set out in Appendix I.

15. Overseas Shareholders

The release, publication or distribution of this announcement and the availability of the Offer to persons not resident in the United Kingdom or Gibraltar may be affected by the laws of other jurisdictions in relation to the Offer. Overseas Shareholders should inform themselves about and observe all applicable legal requirements.

This announcement has been prepared for the purposes of complying with applicable English and Gibraltar law and applicable securities laws, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Gibraltar.

16. Offer-related arrangements and documents available on a website

Offer-related arrangements

Confidentiality Agreement

Kindred and 32Red entered into a confidentiality agreement on 22 December 2016 pursuant to which Kindred and 32Red have undertaken to each other to keep information relating to the other confidential and not to disclose it to third parties (other than to permitted recipients) unless required by law or regulation.

Application of certain aspects of the Code

As 32Red is incorporated and has its registered office in Gibraltar, the Code does not apply to Kindred or 32Red in relation to the Offer. However, in accordance with 32Red's articles of association and in order to ensure the most transparent and orderly procedure, Kindred and 32Red confirm that, to implement the Offer, they will observe and comply with the provisions of the Code (including the provisions of Appendix 7 of the Code if the Offer is implemented by way of a Scheme), as if 32Red (and therefore the Offer) were subject to the Code.

Documents available on website

Copies of the following documents will be made available on Kindred's and 32Red's websites at www.kindredplc.com and www.32Redplc.com respectively by no later than 12 noon (London time) on the Business Day following this announcement until the end of the Offer:

· the Confidentiality Agreement;

· the irrevocable undertakings referred to in paragraphs 7 and 9 above; and

· documents relating to the financing of the Offer referred to in paragraph 11 above.

17. Opening Position Disclosures and Interests

Except for the irrevocable undertakings referred to in paragraph 9 above, as at close of business on 22 February 2017 (being the latest practicable date prior to the date of this announcement), neither Kindred, nor any of the directors of Kindred or any member of the Kindred Group, nor, so far as the directors of Kindred are aware, any person acting in concert with Kindred for the purposes of the Offer, had any interest in, right to subscribe for, or had borrowed or lent any 32Red Shares or securities convertible or exchangeable into 32Red Shares, nor did any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery, or any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to 32Red Shares or in relation to any securities convertible or exchangeable into 32Red Shares.

However, in the interests of maintaining secrecy prior to the publication of this announcement, Kindred has not yet completed enquiries in respect of the matters referred to in this paragraph of certain parties who would be deemed by the Code to be acting in concert with it for the purposes of the Offer. Enquiries of such parties will be completed as soon as practicable following the making of this announcement and, in accordance with Note 2(a)(i) to Rule 8 of the Code (as if it applied), further disclosures, if any, required in respect of such parties will be made as soon as possible and in any event by no later than 12 noon (London time) on 9 March 2017.

18. Issued share capital

In accordance with 2.9 of the Code, 32Red confirms that, as at the date of this announcement, it has 85,347,528 ordinary shares of 0.2 pence each in issue. The ISIN for 32Red Shares is GI000A0F56M0.

19. General

Kindred reserves the right to elect to implement the acquisition of the 32Red Shares by way of a Scheme as an alternative to a Takeover Offer. In such event, the Scheme will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which could apply to the Offer.

The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings is contained in Appendix III to this announcement. Appendix IV contains definitions of certain expressions used in this announcement.

Enquiries:
Kindred Group plc
Henrik Tjärnström	[phone]
Inga Lundberg	[phone]
Houlihan Lokey (Financial adviser to Kindred)
George Fleet	[phone]
Panmure Gordon (Broker to Kindred)
Ben Thorne	[phone]
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

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.

Panmure Gordon (UK) Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Kindred and no-one else in connection with the matters set out in this announcement, and will not be responsible to anyone other than Kindred for providing the protections afforded to clients of Panmure Gordon (UK) Limited nor for giving advice in relation to the subject matter of this announcement.

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 have agreed in this 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 of this agreement are set out at paragraph 16 in this announcement.

In particular, public disclosures consistent with the provisions of Rule 8 of the Code (as if it applied to 32Red) should not be emailed to the Panel, but, as described below, released directly through a Regulatory Information Service.

Further Information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance, or transfer of securities in any jurisdiction in contravention of applicable law.

The Offer will be made solely by means of the Offer Document and, in respect of the 32Red Shares held in certificated form, the Form of Acceptance, which will contain the full terms and Conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents. 32Red Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This announcement has been prepared for the purpose of complying with applicable English and Gibraltar law and applicable securities laws and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Gibraltar.

Overseas Shareholders

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 subject to 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.

US 32Red Shareholders should note that the Offer relates to the securities of a Gibraltar company which are admitted to trading on AIM, is subject to Gibraltar and UK procedural and disclosure requirements (which are different from those of the US) and is proposed to be implemented under a takeover offer under applicable Gibraltar law and in accordance with the Code (as if it applied to 32Red, and therefore the Offer). Accordingly, the Offer will be subject to Gibraltar procedural and disclosure requirements and practices, which are different from the procedural and disclosure requirements of the US tender offer rules under the United States Exchange Act. The financial information with respect to 32Red included in this announcement and the Offer documentation has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Unless otherwise determined by Kindred and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to 32Red Shareholders who are not resident in the United Kingdom or Gibraltar may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Gibraltar should inform themselves of, and observe, any applicable requirements.

Forward Looking Statements

This announcement contains statements about Kindred and 32Red 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. Without limitation, any statements preceded or followed by or that include the words 'targets', 'plans', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates', 'estimates', 'projects' or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Kindred's or 32Red's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Kindred's or 32Red's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Each of Kindred and 32Red disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Kindred or 32Red, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Kindred or 32Red, as appropriate.

Disclosure requirements

32Red is a Gibraltar company and is therefore not subject to the Code. Accordingly, shareholders of 32Red and others dealing in 32Red Shares are not obliged to disclose any of their dealings under the provisions of the Code. However, market participants are requested to make disclosure of dealings as if the Code applied and as if 32Red were in an 'offer period' under the Code. 32Red Shareholders and persons considering the acquisition or disposal of any interest in 32Red Shares are reminded that they are subject to the Disclosure Guidance and Transparency Rules made by the UKLA and other applicable regulatory rules regarding transactions in 32Red Shares.

If you are in any doubt as whether or not you should disclose dealings, you should contact an independent financial adviser authorised by the Financial Conduct Authority under the FSMA (or, if you are resident in a jurisdiction other than the United Kingdom, a financial adviser authorised under the laws of such jurisdiction).

In light of the foregoing, as provided in Rule 8.3(a) of the Code, any person who is 'interested' in one per cent. or more of any class of 'relevant securities' of 32Red or of any 'securities exchange offeror' (being any 'offeror' other than an 'offeror' in respect of which it has been announced that its 'offer' is, or is likely to be, solely in 'cash') is requested to make an Opening Position Disclosure following the commencement of the 'offer period' which begins upon the release of this announcement.

An Opening Position Disclosure should contain details of the person's interests and short positions in, and rights to subscribe for, any 'relevant securities' of each of (i) 32Red and (ii) Kindred. Persons to whom Rule 8.3(a) would have applied had the Code been applicable are requested to make an Opening Position Disclosure by no later than 3:30 p.m. (London time) on the tenth Business Day following the commencement of the 'offer period' which begins upon the release of this announcement. Relevant persons who undertake 'dealings' in the relevant securities of 32Red or a 'securities exchange offeror' prior to the deadline for making an Opening Position Disclosure are requested instead to make a Dealing Disclosure.

Rule 8.3(b) of the Code provides that if any person is, or becomes 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of an offeree or of any 'securities exchange offeror', all 'dealings' in any 'relevant securities' of that offeree or of any 'securities exchange offeror' (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') should be publicly disclosed in a Dealing Disclosure by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant transaction. In a situation where the Code applies, this requirement would continue until the date on which any 'offer' becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. Under Rule 8 of the Code, a Dealing Disclosure would contain details of the 'dealing' concerned and of the person's interests and short positions in, and rights to subscribe for, any 'relevant securities' of (i) 32Red and (ii) any 'securities exchange offeror', save to the extent that these details have previously been disclosed under Rule 8.

Accordingly, in the case of both an Opening Position Disclosure and Dealing Disclosure (if any), disclosures of interests in the shares of 32Red are requested to be made.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of 32Red or a 'securities exchange offeror', they would, if the Code were applicable, be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Consistent with the provisions of Rule 8.1 of the Code, Opening Position Disclosures should be made by 32Red and by any 'offeror', and all 'dealings' in 'relevant securities' of 32Red by 32Red, by any 'offeror' or by any persons 'acting in concert' with any of them, should be disclosed in a Dealing Disclosure by no later than 12:00 p.m. (London time) on the Business Day following the date of the relevant transaction.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of 'securities'. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of 'securities', or by virtue of any option in respect of, or derivative referenced to, 'securities'.

Terms in quotation marks are defined in the Code, which can be found on the Panel's website. If you are in any doubt as to whether not you should disclose a 'dealing' by reference to the above, you should contact an independent financial adviser authorised by the FCA under the FSMA.

It should be noted that, for the purposes of the above summary of Rule 8 of the Code, Kindred is not treated as a 'securities exchange offeror' and therefore there is no requirement to disclose interests or dealings in shares of Kindred.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by 32Red Shareholders, persons with information rights and other relevant persons for the receipt of communications from 32Red may be provided to Kindred during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Kindred's and 32Red's websites at www.kindredplc.com/ and www.32Redplc.com/ respectively by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated and do not form part of this announcement.

You may request a hard copy of this announcement by contacting the Company Secretary of 32Red by submitting a request in writing to the Company Secretary at 32 Red plc, 741 Europort, Gibraltar. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.