October 21, 2024 12:00 PM Eastern Daylight Time
BOULOGNE-BILLANCOURT, France--(BUSINESS WIRE)--Regulatory News:
La Française des Jeux (FDJ) (Paris:FDJ) announces that, following the extension until 18 October of its public tender offer for Kindred Group plc., 14,734,917 new Kindred Swedish Depositary Receipts (SDRs), representing 6.83% of the share capital, were tendered.
Following the first settlement-delivery of the offer on 11 October 2024, FDJ already held 91.77% of Kindred's share capital.
FDJ's shareholding in Kindred will therefore be 98.60% following settlement-delivery of the extended offer, expected to take place on 29 October 2024.
As FDJ holds over 90% of Kindred's share capital, it intends to request the implementation of the squeeze-out procedure in accordance with Kindred's articles of association in order to acquire all the shares not tendered in the public offer and the delisting of Kindred's SDRs from Nasdaq Stockholm.
About La Française des Jeux (FDJ Group)
FDJ Group is one of Europe’s leading betting and gaming operators, with a vast portfolio of iconic brands and a reputation for technological excellence. With almost 6,000 employees and a presence in around fifteen regulated markets in Europe, the Group offers a diversified, responsible range of games, both under exclusive rights and open to competition: lottery games in France and Ireland, via an extensive point-of-sale network and online; sports betting at points of sale in France; and online games open to competition (sports and horse-race betting, poker and online casino games, in markets where these activities are authorised). FDJ Group has placed responsibility at the heart of its strategy and promotes recreational betting. FDJ Group is listed on the Euronext Paris regulated market (Compartment A – FDJ.PA) and is a member of indices including the SBF 120, Euronext 100, Euronext Vigeo 20, EN EZ ESG L 80, STOXX Europe 600, MSCI Europe and FTSE Euro.
For more information, visit www.groupefdj.com
@FDJ FDJ @FDJ_officiel @FDJ
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>Kindred Group applies for delisting Kindred Group
Oct 24, 2024, 13:59 ET
SLIEMA, Malta, Oct. 24, 2024 /PRNewswire/ -- La Française des Jeux SA's ("FDJ") recommended public offer to the holders of Swedish Depository Receipts (the "SDRs") in Kindred Group plc ("Kindred" or the "Company") to tender all their SDRs in the Company at a price of SEK 130 in cash per SDR (the "Offer") was declared unconditional on 3 October 2024. After the end of the extended acceptance period, FDJ controls in total approximately 98.60 percent of the outstanding SDRs in the Company. Against this background, the board of directors of Kindred has today applied for delisting of the SDRs in Kindred from Nasdaq Stockholm.
On 22 January 2024, FDJ announced a recommended public cash offer to the holders of SDRs in Kindred to tender all their SDRs in the Company at a price of SEK 130 in cash per SDR. On 3 October 2024, FDJ announced that the Offer had been accepted to such an extent, as at the end of the initial acceptance period on 2 October 2024, that FDJ would become the owner of 90.66 percent of all the outstanding SDRs in Kindred and declared the Offer unconditional. Since the time of announcement of the Offer, FDJ had also acquired an additional 2,400,000 SDRs, corresponding to approximately 1.11 percent of the outstanding SDRs in Kindred, from Veralda at a price not exceeding the price in the Offer. As a result, FDJ controlled in total 198,059,291 SDRs, corresponding to approximately 91.77 percent of the outstanding SDRs in the Company.[1]
In order to provide the remaining holders of SDRs 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 SDR holders with a total of 14,734,917 SDRs, corresponding to approximately 6.83 percent of the outstanding SDRs in the Company. After the end of the extended acceptance period, FDJ thus controls in total 212,794,208 SDRs, corresponding to approximately 98.60 percent of the outstanding SDRs in the Company. FDJ has on 23 October 2024 initiated squeeze-out proceedings of the SDRs in Kindred not held by FDJ, and requested that the board of directors of Kindred applies for delisting of the SDRs in the Company from Nasdaq Stockholm.
In light of the above, the board of directors of Kindred has today, in accordance with FDJ's request, applied for delisting of the SDRs in the Company from Nasdaq Stockholm. Kindred will announce the last day of trading as soon as Nasdaq Stockholm has confirmed the date to the Company.
For more information:
Patrick Kortman, Interim CFO
This email address is being protected from spambots. You need JavaScript enabled to view it.
The information was submitted for publication, through the agency of the contact person set out above, at 17:55 (CET) on October 24, 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 is the majority shareholder in Kindred Group plc. Read more on www.kindredgroup.com.
Nasdaq Stockholm, KIND-SDB
[1] Based on 215,823,068 outstanding SDRs in Kindred, which excludes 14,303,068 treasury SDRs held by Kindred. Each SDR carries one vote.
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Exercise of squeeze-out right by La Française des Jeux in terms of the Articles of Association of Kindred Group plc Kindred Group
Oct 23, 2024, 05:36 ET
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
This email address is being protected from spambots. You need JavaScript enabled to view it.
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.
https://www.prnewswire.com/news-releases/exercise-of-squeeze-out-right-by-la-francaise-des-jeux-in-terms-of-the-articles-of-association-of-kindred-group-plc-302284367.html
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SOURCE Kindred Group