TIDMKIND TIDMTTR
RNS Number : 3245H
Kindred Group PLC
06 June 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.
6 June 2017
RECOMMED 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 +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.
Enquiries:
Kindred Group plc
+46 (0) 723 878
Henrik Tjärnström 059
+44 (0) 788 799
Inga Lundberg 6116
Houlihan Lokey (Financial adviser +44 (0) 20 7839
to Kindred) 3355
George Fleet
+44 (0) 20 7886
Panmure Gordon (Broker to Kindred) 2500
Ben Thorne
Erik Anderson
32Red plc +00 350 200 49396
Ed Ware
Jon Hale
Numis (Financial adviser, nominated +44 (0) 20 7260
adviser and broker to 32Red) 1000
Michael Meade
Richard Thomas
Michael Burke
Hudson Sandler (PR adviser to +44 (0) 207 796
32Red) 4133
Alex Brennan
Bertie Berger
Important Notices
Houlihan Lokey EMEA, LLP which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Kindred and no-one else in connection with the
subject matter of this announcement, and will not be responsible to
anyone other than Kindred for providing the protections afforded to
clients of Houlihan Lokey EMEA, LLP, nor for giving advice in
relation to the subject matter of this announcement. Neither
Houlihan Lokey EMEA, LLP, nor any of its subsidiaries or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Houlihan
Lokey EMEA, LLP, in connection with this announcement, any
statement contained herein or otherwise.
Numis Securities Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for 32Red and no-one else in connection with the
subject matter of this announcement, and will not be responsible to
anyone other than 32Red for providing the protections afforded to
clients of Numis Securities Limited, nor for giving advice in
relation to the subject matter of this announcement.
The City Code on Takeovers and Mergers
By virtue of its status as a Gibraltar incorporated company, the
Code does not apply to 32Red. Accordingly, 32Red Shareholders are
reminded that the Panel does not have responsibility, in relation
to 32Red, for ensuring compliance with the Code and is not able to
answer 32Red Shareholders' queries. In accordance with 32Red's
articles of association, 32Red and Kindred confirmed in the Offer
Announcement that, to implement the Offer, they will observe and
comply with the provisions of the Code as if 32Red (and therefore
the Offer) were subject to the Code. Further details are set out in
the Offer Document.
Overseas jurisdictions
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or Gibraltar or who are residents,
citizens, nationals or subjects of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Any
failure to comply with these requirements may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such requirements by any person.
Forward looking statements
This announcement contains statements that are or may be forward
looking statements. All statements other than statements of
historical facts included in this announcement may be forward
looking statements. They are based on current expectations and
projections about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations.
Publication on website
This announcement will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Kindred's website at www.kindredgroup.com/
promptly and in any event by no later than 12 noon (London time) on
the Business Day following the publication of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPLLFLSRFIRIID
(END) Dow Jones Newswires
June 06, 2017 10:14 ET (14:14 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
