Exercise of squeeze-out right by La Française des Jeux in terms of the Articles of Association of Kindred Group plc

VALLETTA, Malta, Oct. 23, 2024 /PRNewswire/ -- Notice is hereby given to the shareholders of Kindred Group plc ("Kindred" or the "Company") of the notice received by the Company from La Française des Jeux ("FDJ") on 3 October 2024 constituting a squeeze-out notice in terms of Article 34B of the Company's Articles of Association ("Articles").

Results of the Offer

The Board of Directors refers to the statement made by the Board of Directors of the Company in relation to the recommended public cash offer to the holders of Swedish Depository Receipts (the "SDRs") in Kindred to tender all their SDRs in the Company at a price of SEK 130 in cash per SDR (the "Offer Price" and the "Offer", respectively) to FDJ, which Offer was made by FDJ on 22 January 2024. For the sake of simplicity and because each SDR represents a share in Kindred, the SDRs will also be referred to as "shares" and the holders as "shareholders".

The Board of Directors also refers to the announcement made by FDJ on 3 October 2024 as to the outcome of the Offer, the initial acceptance period of which ended on 2 October 2024. At the end of the initial acceptance period on 2 October 2024, the Offer had been accepted by shareholders holding a total of 195,659,291 shares, corresponding to approximately 90.66 percent of the outstanding shares in the Company, and that FDJ, since the time of announcement of the Offer, had also acquired an additional 2,400,000 shares, corresponding to approximately 1.11 percent of the outstanding shares, from Veralda at a price not exceeding the price in the Offer. As a result, FDJ controlled in total 198,059,291 shares, corresponding to approximately 91.77 percent of the outstanding shares in the Company.¹

Considering that the Offer had been accepted to such extent that FDJ had become the owner of shares representing not less than 90 percent of the total number of outstanding shares in Kindred, the condition regarding a 90 percent minimum acceptance level was fulfilled. Accordingly, FDJ announced that it will complete the acquisition of the shares in the Company tendered in the offer.

In order to provide the remaining shareholders in the Company with the opportunity to accept the Offer, FDJ extended the acceptance period of the Offer until and including 18 October 2024. During the extended acceptance period, the Offer has been accepted by shareholders with a total of 14,734,917 shares, corresponding to approximately 6.83 percent of the outstanding shares. After the end of the extended acceptance period, FDJ thus controls in total 212,794,208 shares, corresponding to approximately 98.60 percent of the outstanding shares in the Company.

Squeeze-Out Notice

Through the Squeeze-Out Notice, FDJ has exercised its right to require all those shareholders of the Company who have not tendered their shares in the Company pursuant to the Offer (the "Squeezed-Out Shareholders"), to transfer all their shares in the Company to FDJ (the "Squeeze-Out Right").

In accordance with article 34B.4 of the Articles of the Company, a notice is to be given to each Squeezed-Out Shareholder in the form annexed hereto as Annex I (the "Shareholder Squeeze-Out Notice"). The Shareholder Squeeze-Out Notice is being sent by the Company to the last known address of the Squeezed-Out Shareholders. Each Squeezed-Out Shareholder is hereby further notified that, in view of the exercise of the Squeeze-Out Right by FDJ, each Squeezed-Out Shareholder must transfer all its shares in the Company to FDJ in accordance with the provisions of the Articles of the Company and the Shareholder Squeeze-Out Notice.

For more information: 

Patrick Kortman, Interim CFO
ir@kindredgroup.com 

The information was submitted for publication, through the agency of the contact person set out above, at 11:15 (CET) on October 23, 2024.

About Kindred Group

Kindred Group is one of the world's leading online gambling operators with business across Europe and Australia, offering over 30 million customers across 9 brands a great form of entertainment in a safe, fair and sustainable environment. The company, which employs approximately 2,500 people, is listed on Nasdaq Stockholm Large Cap and is a member of the European Gaming and Betting Association (EGBA) and founding member of IBIA (International Betting Integrity Association). Kindred Group is audited and certified by eCOGRA for compliance with the 2014 EU Recommendation on Consumer Protection and Responsible Gambling (2014/478/EU). As of 11 October 2024, La Francaise des Jeux are the majority shareholders in Kindred Group plc. Read more on www.kindredgroup.com.

Nasdaq Stockholm, KIND-SDB

Annex I

Shareholder Squeeze Out-Notice

The Board of Directors refers to the statement made by the Board of Directors of Kindred Group plc (the "Company") in relation to the recommended public cash offer to the holders of Swedish Depository Receipts (the "SDRs") in Kindred to tender all their SDRs in the Company at a price of SEK 130 in cash per SDR (the "Offer Price" and the "Offer", respectively) to La Française des Jeux SA ("FDJ"), which Offer was made by FDJ on 22 January 2024. For the sake of simplicity and because each SDR represents a share in Kindred, the SDRs will also be referred to as "shares" and the holders as "shareholders".

The Board of Directors also refers to the announcement made by FDJ on 3 October 2024 as to the outcome of the Offer, the initial acceptance period of which ended on 2 October 2024. At the end of the initial acceptance period on 2 October 2024, the Offer had been accepted by shareholders holding a total of 195,659,291 shares, corresponding to approximately 90.66 percent of the outstanding shares in the Company, and that FDJ, since the time of announcement of the Offer, had also acquired an additional 2,400,000 shares, corresponding to approximately 1.11 percent of the outstanding shares, from Veralda at a price not exceeding the price in the Offer. As a result, FDJ controlled in total 198,059,291 shares, corresponding to approximately 91.77 percent of the outstanding shares in the Company.²

Considering that the Offer had been accepted to such extent that FDJ had become the owner of shares representing not less than 90 percent of the total number of outstanding shares in Kindred, the condition regarding a 90 percent minimum acceptance level was fulfilled. Accordingly, FDJ announced that it will complete the acquisition of the shares in the Company tendered in the offer.

In order to provide the remaining shareholders in the Company with the opportunity to accept the Offer, FDJ extended the acceptance period of the Offer until and including 18 October 2024. During the extended acceptance period, the Offer has been accepted by shareholders with a total of 14,734,917 shares, corresponding to approximately 6.83 percent of the outstanding shares. After the end of the extended acceptance period, FDJ thus controls in total 212,794,208 shares, corresponding to approximately 98.60 percent of the outstanding shares in the Company.

Shareholders who have not tendered their shares in the Company pursuant to the Offer, must transfer all their shares in the Company to FDJ in accordance with the provisions of the articles of association and this notice.

The consideration payable for all the shares shall be the same as the Offer Price, hereinafter the "Consideration".

The Consideration shall within fifteen (15) business days of the Long-Stop Date (as defined below) be credited to the bank or custody account (as applicable) of shareholders of the Company who have not tendered their shares in the Company pursuant to the Offer (the "Squeezed-Out Shareholders").

In accordance with Article 34B.6 of the articles of association of the Company, the Company hereby notifies the Squeezed-Out Shareholders of FDJ's request to transfer all their respective shares to FDJ  as soon as possible but no later than by 27 December 2024 (being forty-five (45) business days from the date of the Squeeze-Out Notice) (the "Long-Stop Date") and to enter into and execute all such documents necessary to give effect to the transfer of their shares in the Company to FDJ. Any shareholders of the Company who have not tendered their shares in the Company pursuant to the Offer, are obliged to transfer their shares to FDJ, no later than the Long-Stop Date. For information on how to transfer the shares in the Company to FDJ, each Squeezed-Out Shareholder should contact its bank or custodian for further instructions.

Should a Squeezed-Out Shareholder fail to transfer all its shares in the Company to FDJ by the Long-Stop Date, by virtue of the powers granted to it in accordance with article 34B.6 of the articles of association of the Company, the Company shall (on behalf of each such Squeezed-Out Shareholder) execute all such documents as are necessary in terms of applicable law to give effect to the transfer of a Squeezed-Out Shareholder's shares in the Company to FDJ.

¹ Based on 215,823,068 outstanding shares in Kindred, which excludes 14,303,068 treasury shares held by Kindred. Each share carries one vote.

² Based on 215,823,068 outstanding shares in Kindred, which excludes 14,303,068 treasury shares held by Kindred. Each share carries one vote.

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