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.

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
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.