TIDMKIND TIDMTTR
RNS Number : 4951Y
Kindred Group PLC
03 March 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.
FOR IMMEDIATE RELEASE
3 March 2017
RECOMMED CASH OFFER
for
32Red plc ("32Red")
by
Kindred Group plc ("Kindred")
PUBLICATION OF OFFER DOCUMENT
It was announced on 23 February 2017 that the boards of
directors of 32Red plc ("32Red") and Kindred Group plc ("Kindred")
had reached agreement on the terms of a recommended cash offer for
the entire issued and to be issued share capital of 32Red, to be
implemented by way of a takeover offer in accordance with the laws
of Gibraltar (the "Offer").
Further to that announcement, the boards of directors of 32Red
and Kindred are pleased to announce that the Offer Document
containing the full terms and conditions of the Offer and the
procedures for its acceptance (the "Offer Document") is being
posted today, together with the related Forms of Acceptance, to
32Red and, for information only, to holders of options and awards
granted under the 32Red Share Schemes and persons with information
rights.
The First Closing Date of the Offer is 24 March 2017.
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, as soon as possible and, in any
event, no later than 1.00 p.m. (London time) on 24 March 2017.
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 and, in any event, no
later than 1.00 p.m. (London time) on 24 March 2017. 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.
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, will be made 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 +44 (0) 371 664
0321. 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.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Offer Document.
Enquiries:
Kindred Group plc
+46 (0) 723 878
Henrik Tjärnström 059
+44 (0) 788 799
Inga Lundberg 6116
Houlihan Lokey (Financial adviser
to Kindred)
+44 (0) 20 7839
George Fleet 3355
Panmure Gordon (Broker to Kindred)
+44 (0) 20 7886
Ben Thorne 2500
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.
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 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.
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.
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.
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. Doing so may render any purported
acceptance of the Offer invalid. Such persons should read Parts B -
E of Section III (Conditions to and further terms of the Offer) of
the Offer Document before taking any action.
The receipt of cash pursuant to the Offer by Overseas
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each Overseas Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of accepting
the Offer.
Further details in relation to Overseas Shareholders are
contained in paragraph 2 of Section II (Letter from Kindred) of the
Offer Document.
Forward looking statements
This announcement contains statements about Kindred and the
32Red Group 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. 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, but
are not limited to, statements relating to the following: (i)
statements relating to the expected benefits of the acquisition to
Kindred, the Wider Kindred Group and/or the 32Red Group; (ii)
background to and reasons for the Offer; (iii) expectations of the
impact of the acquisition on revenue and earnings of Kindred, the
Wider Kindred Group and/or the 32Red Group; (iv) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; and (v) business and management
strategies and the expansion and growth of Kindred's, the Wider
Kindred Group's and/or the 32Red Group's operations and potential
synergies resulting from the Offer. Such statements are qualified
in their entirety by the inherent risks and uncertainties
surrounding future expectations.
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, including risks relating to the successful
combination of 32Red with Kindred; higher than anticipated costs
relating to the combination of 32Red with Kindred or investment
required in 32Red to realise expected benefits and facts relating
to 32Red that may impact the timing or amount of benefit realised
from the acquisition that are unknown to Kindred. 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 32Red, Kindred and their respective
members, directors, officers, employees, advisers and any person
acting on behalf of one or more of them expressly disclaims any
intention or obligation to update or revise any forward looking or
other statements contained herein, whether as a result of new
information, future events or otherwise except as required by
applicable law.
None of 32Red, Kindred and their respective members, directors,
officers, employees, advisers and any person acting on their behalf
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
No forward-looking or other statements have been reviewed by the
auditors of 32Red or Kindred. All subsequent oral or written
forward-looking statements attributable to any of 32Red, Kindred,
or their respective members, directors, officers, advisers or
employees or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
No profit forecasts or estimates
Nothing contained in this announcement shall be deemed to be a
profit forecast, projection or estimate for any period unless
otherwise stated, and no statement in this announcement should be
interpreted to mean that earnings or earnings per 32Red Share for
the current or future financial years will necessarily match or
exceed the historical published earnings or earnings per 32Red
Share.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown in
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.
Electronic communications
Please be aware that addresses, electronic addresses and other
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 required under Section 4 of Appendix 4 of the
Code.
Publication on website and availability of hard copies
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Kindred's website at
www.kindredplc.com/ promptly and in any event by no later than 12
noon (London time) on the Business Day following the publication of
this announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
You may request a hard copy of the Offer Document by contacting
Capita Asset Services on 0371 664 0321. 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, Monday to Friday
excluding public holidays in England and Wales. Please note that
Capita Asset Services cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes. 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. Unless 32Red Shareholders have
previously elected to receive hard copies, all future documents,
announcements and information, shall not be sent to 32Red
Shareholders in hard copy unless requested.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPLXLFBDXFZBBE
(END) Dow Jones Newswires
March 03, 2017 07:48 ET (12:48 GMT)
32red (LSE:TTR)
過去 株価チャート
から 11 2024 まで 12 2024
32red (LSE:TTR)
過去 株価チャート
から 12 2023 まで 12 2024
