REG - Kindred Group PLC 32Red Plc - RECOMMENDED CASH OFFER for 32Red by Kindred Group <Origin Href="QuoteRef">KINDsdb.ST</Origin> <Origin Href="QuoteRef">TTRL.L</Origin> - Part 3

KindredAnnouncement

23/02/2017 07:08

- Part 3: For the preceding part double click  ID:nRSW6176Xb 

                                                    
 "Euroclear"                             Euroclear UK and Ireland Limited;                                                                                                                                                                                                                                                                                                                                                                                                                                                          
 "FCA" or "Financial Conduct Authority"  the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA, and any successor body having the same or similar functions;                                                                                                                                                                                                                                                                                                    
 "Form of Acceptance"                    the form of acceptance and authority relating to the Offer which will accompany the Offer Document for use by 32Red Shareholders;                                                                                                                                                                                                                                                                                                                                                          
 "FSMA"                                  the UK Financial Services and Markets Act 2000, as amended from time to time and any subordinate legislation thereto;                                                                                                                                                                                                                                                                                                                                                                      
 "Gaming Regulators"                     means the Licensing Authority (Gambling Division) of HM Government of Gibraltar and the UKGC;                                                                                                                                                                                                                                                                                                                                                                                              
 "Gibraltar Companies Act"               the Gibraltar Companies Act 2014;                                                                                                                                                                                                                                                                                                                                                                                                                                                          
 "Houlihan Lokey"                        Houlihan Lokey EMEA, LLP;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
 "IFRS"                                  International Financial Reporting Standard;                                                                                                                                                                                                                                                                                                                                                                                                                                                
 "ISIN"                                  International Securities Identification Number;                                                                                                                                                                                                                                                                                                                                                                                                                                            
 "Kindred"                               Kindred Group plc;                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
 "Kindred Group"                         Kindred and its subsidiary undertakings and, where the context permits, each of them;                                                                                                                                                                                                                                                                                                                                                                                                      
 "London Stock Exchange"                 London Stock Exchange plc or its successor from time to time;                                                                                                                                                                                                                                                                                                                                                                                                                              
 "Numis"                                 Numis Securities Limited;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
 "Offer"                                 the recommended cash offer being made by Kindred to acquire the entire issued and to be issued ordinary share capital of 32Red to be effected by means of a Takeover Offer (or, if Kindred so elects, by means of a Scheme) on the terms and subject to the Conditions set out in this announcement and, where the context admits, any subsequent revision, variation, extension or renewal thereof;                                                                                       
 "Offer Document"                        the document to be sent to 32Red Shareholders which will contain the terms and conditions of the Offer and certain information about 32Red and Kindred;                                                                                                                                                                                                                                                                                                                                    
 "Offer Period"                          the period commencing on the date of this announcement and ending on the date on which the "offer period" (as defined in the Code) in respect of the Offer ends;                                                                                                                                                                                                                                                                                                                           
 "Opening Position Disclosure"           has the same meaning as in Rule 8 of the Code;                                                                                                                                                                                                                                                                                                                                                                                                                                             
 "Overseas Shareholders"                 32Red Shareholders (or nominees of, or custodians or trustees for, 32Red Shareholders) not resident in, or nationals or citizens of, the United Kingdom or Gibraltar;                                                                                                                                                                                                                                                                                                                      
 "Panel"                                 The Panel on Takeovers and Mergers;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
 "Panmure Gordon"                        Panmure Gordon (UK) Limited;                                                                                                                                                                                                                                                                                                                                                                                                                                                               
 "Regulatory Information Service"        any of the services set out in Appendix III to the UK Listing Rules;                                                                                                                                                                                                                                                                                                                                                                                                                       
 "Restricted Jurisdiction"               any jurisdiction where the extension or availability of the Offer would breach any applicable law;                                                                                                                                                                                                                                                                                                                                                                                         
 "Scheme"                                a scheme of arrangement under Part VIII of the Gibraltar Companies Act;                                                                                                                                                                                                                                                                                                                                                                                                                    
 "Significant Interest"                  in relation to an undertaking, a direct or indirect interest of over 20 per cent. of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;                                                                                                                                                                                                                                                                   
 "Swedbank"                              Swedbank AB (publ);                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
 "Takeover Offer"                        a takeover offer pursuant to, and in accordance with, relevant Gibraltar law, which 32Red and Kindred have agreed shall be subject to the Code (in all substantive respects) as described in paragraph 16 of this announcement;                                                                                                                                                                                                                                                            
 "Third Party"                           each of a central bank, government or governmental, quasi-governmental, suprana-tional, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;                                                                                                                                                    
 "UK Gambling Act"                       the Gambling Act 2005;                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
 "UK Listing Rules"                      the rules and regulations made by the Financial Conduct Authority in its capacity as the UKLA under the Financial Services and Markets Act 2000, and contained in the UKLA's publication of the same name;                                                                                                                                                                                                                                                                                 
 "UKGC"                                  the UK Gambling Commission;                                                                                                                                                                                                                                                                                                                                                                                                                                                                
 "UKLA"                                  the UK Listing Authority, being the Financial Conduct Authority;                                                                                                                                                                                                                                                                                                                                                                                                                           
 "United Kingdom" or "UK"                the United Kingdom of Great Britain and Northern Ireland;                                                                                                                                                                                                                                                                                                                                                                                                                                  
 "United States" or "US"                 the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;                                                                                                                                                                                                                                                                 
 "US 32Red Shareholders"                 32Red Shareholders (or nominees of, or custodians or trustees for 32Red Shareholders) resident in the US;                                                                                                                                                                                                                                                                                                                                                                                  
 "Wider 32Red Group"                     32Red and associated undertakings and any other body corporate, partnership, joint venture or person in which 32Red and such undertakings (aggregating their interests) have a Significant Interest; and                                                                                                                                                                                                                                                                                   
 "Wider Kindred Group"                   Kindred and its associated undertakings and any other body corporate, partnership, joint venture or person in which Kindred and all such undertakings (aggregating their interests) have a Significant Interest.                                                                                                                                                                                                                                                                           
 
 
For the purposes of this announcement, "subsidiary", "associated undertaking",
"subsidiary undertaking" and "undertaking" have the respective meanings given
thereto by the Companies Act. 
 
All references to "£", "pence", and "p" are to the lawful currency of the
United Kingdom. 
 
All the times referred to in this announcement are London times unless
otherwise stated. 
 
References to the singular include the plural and vice versa. 
 
This information is provided by RNS
The company news service from the London Stock Exchange