Kindred Group plc Offer for 32Red Plc

Disclaimer

OFFER (THE “OFFER”) BY KINDRED GROUP PLC (“KINDRED”) FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF 32RED PLC (“32RED”).

ACCESS TO THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY KINDRED AND/OR 32RED IN CONNECTION WITH THE OFFER. THE INFORMATION CONTAINED IN THIS SECTION OF THE WEBSITE IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. THERE CAN BE NO CERTAINTY THAT ANY PROPOSAL WILL BE FORTHCOMING OR THAT ANY OFFER OR TRANSACTION WILL PROCEED OR AS TO THE TERMS OF ANY SUCH OFFER OR TRANSACTION, SHOULD ONE PROCEED.

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF THAT JURISDICTION. IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS SECTION OF THE WEBSITE BY CLICKING ON THE “DECLINE” BUTTON BELOW.

Access to the website

You are attempting to enter a section of the website which is designated for the publication of Information in connection with the Offer.

If you would like access to the Information, please read this notice carefully. It applies to all persons who view this section of the website to access the Information and, depending on where you live, it may affect your rights or responsibilities. This notice and the Information may be altered or updated from time to time, and should be read carefully each time you visit this section of the website.

Basis of access

The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of, or an invitation or the solicitation of, an offer to purchase, subscribe or otherwise acquire any securities, or the solicitation of a vote or approval, pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Any offer, if made, would be solely by means of an offer document or scheme document which would contain the full terms and conditions of the offer, including details on how it may be accepted. Any decision made in relation to any offer should be made solely on the basis of the information provided in any such document.

The Information speaks only at the date of the relevant document or announcement and information reproduced on this section of the website. Kindred does not have, and does not accept, any responsibility or duty to update any such Information (other than to the extent such duty arises as a matter of law or regulation) and reserves the right to add to, remove or amend any Information reproduced on this section of the website at any time and at its absolute discretion.

If you are in doubt about the contents of this section of the website or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.

The Information contained in this section of the website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Kindred or 32Red.

Responsibility

In relation to any Information contained in this section of the website, the only responsibility accepted by Kindred, the directors of Kindred and the officers of Kindred is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Neither Kindred, the directors of Kindred, the officers of Kindred nor of any Kindred affiliated entities, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to this section of the website.

Overseas Persons

The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which Kindred regard as unduly onerous (each a “Restricted Jurisdiction”), accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom or Gibraltar who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.

If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.

By clicking “CONFIRM” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Kindred is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not view the Information.

If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this section of the website or click the “DECLINE button below and seek independent advice. Kindred and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.

Forward‑looking statements

The Information, including any information incorporated by reference, may contain certain “forward looking statements” regarding the financial position, business strategy or plans for future operations of Kindred, 32Red and their respective groups of companies. All statements other than statements of historical fact included in any document may be forward looking statements. Forward looking statements also often use words such as “believe”, “expect”, “estimate”, “intend”, “anticipate” and words of a similar meaning. By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document. Kindred assumes no obligation to, and does not intend to, revise or update any forward looking statements, except as required pursuant to applicable law or regulation.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.

Unless expressly stated otherwise, no statement in this section of the website is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Kindred and 32Red as appropriate.

Acceptance of disclaimer

If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on “CONFIRM”.

Confirmation of understanding and acceptance

In order to view the Information on this section of the website, by clicking on the “CONFIRM” box below, you are making the following confirmations:

  1. I am not (nor do I act on behalf of someone who is) resident in, or a national or citizen of, any jurisdiction that renders the accessing of this section of the website, or any part of this section of the website, illegal;
  2. I will not copy, forward, transfer or distribute the Information, either in whole or in part, to any person who is resident or located in a Restricted Jurisdiction;
  3. I represent and warrant to Kindred that I intend to access this section of the website for information purposes only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities;
  4. I agree to be bound by the terms of the notice set out above and I confirm that I am permitted to proceed to this section of the website.

If you are not able to give these confirmations (as applicable), you should click on “DECLINE” below and we cannot provide you with the Information contained on this section of the website.