TIDMENT
RNS Number : 8475F
Entain PLC
12 July 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE
OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
12 July 2023
Entain plc
Antitrust approval received for Entain CEE acquisition of
STS
Entain plc (LSE: ENT), the global sports-betting, gaming and
interactive entertainment group ("Entain" or the "Group"), is
pleased to announce that Entain Holdings (CEE) Ltd. ("Entain CEE")
has received antitrust approval from the President of the Office of
Competition and Consumer Protection for its acquisition of STS
Holding S.A. ("STS"), the leading sports-betting operator in
Poland. As such, the antitrust condition to the tender offer for
STS (the "Offer"), as referred to in Entain's acquisition
announcement of 13 June 2023, has been satisfied.
The remaining condition of the Offer is to receive acceptances
representing at least 50% of the shares in STS. As previously
announced, the Juroszek Foundations have made irrevocable
undertakings to tender their c.70% shareholding into the Offer, and
therefore the acceptance threshold will be met. The acceptance
period for the Offer will commence on 14 July 2023 and is due to
close in mid-August, with the closing of the transaction expected
shortly thereafter.
Contact details
Entain plc
Investor Relations - Entain plc investors@Entaingroup.com
David Lloyd-Seed, Chief IR & Communications Officer
Davina Hobbs, Head of Investor Relations
Aimee Remey, VP US Investor Relations
Callum Sims, IR Manager
Media - Entain plc media@Entaingroup.com
Lisa Attenborough, Head of Corporate Communications
Jay Dossetter, Head of Corporate PR
Jodie Hitch, PR Manager
Morgan Stanley (Lead Financial Adviser and Joint Corporate
Broker)
Laurence Hopkins
Pawel Dela
Tom Perry
Tel: +44 (0) 20 7425 8000
BofA Securities (Financial Adviser and Joint Corporate
Broker)
Ed Peel
James Robertson
Tel: +44 (0) 20 7628 1000
Media - Powerscourt
Rob Greening / Nick Hayns / Sam Austrums
Tel: +44 (0) 20 7250 1446
Entain@powerscourt-group.com
Contact for Polish Investors - Trigon Dom Maklerski S.A. (Polish
Tender Offer Intermediary)
Jan Rekowski
Tel: +48 22 330 11 11 / +48 604 574 337
LEI: 213800GNI3K45LQR8L28
About Entain plc
Entain plc (LSE: ENT) is a FTSE100 company and is one of the
world's largest sports betting and gaming groups, operating both
online and in the retail sector. The Group owns a comprehensive
portfolio of established brands; Sports brands include BetCity,
bwin, Coral, Crystalbet, Eurobet, Ladbrokes, Neds, Sportingbet,
Sports Interaction and SuperSport; Gaming brands include Foxy
Bingo, Gala, GiocoDigitale, Ninja Casino, Optibet, Partypoker and
PartyCasino. The Group owns proprietary technology across all its
core product verticals and in addition to its B2C operations
provides services to a number of third-party customers on a B2B
basis.
The Group has a 50/50 joint venture, BetMGM, a leader in sports
betting and iGaming in the US. Entain provides the technology and
capabilities which power BetMGM as well as exclusive games and
products, specially developed at its in-house gaming studios. The
Group is tax resident in the UK and is the only global operator to
exclusively operate in domestically regulated or regulating markets
operating in over 40 territories.
Entain is a leader in ESG, a member of FTSE4Good, the DJSI and
is AA rated by MSCI. The Group has set a science-based target,
committing to be carbon net zero by 2035 and through the Entain
Foundation supports a variety of initiatives, focusing on safer
gambling, grassroots sport, diversity in technology and
community
projects. For more information see the Group's website : www.entaingroup.com
About STS
STS is the leading omnichannel player in the high-growth and
regulated Polish market. The company has a diverse product
portfolio with a focus on high-growth categories including:
sportsbetting, betgames, virtual sports and e-sport (STS was the
first bookmaker in Poland to introduce this). As at the end of
2022, STS has c.2m registered players and 783k active users. STS
has a robust financial growth profile achieving +24% net gaming
revenue CAGR and +34% adjusted EBITDA CAGR since 2020. STS is led
by CEO Mateusz Juroszek who has significant experience in the
Polish gaming and broader CEE market.
Important notices
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or
solicitation is unlawful. No public offering of securities will be
made in connection with any securities referred herein in the
United Kingdom, the United States, any other Restricted Territory
or elsewhere.
This Announcement is restricted and is not for publication,
release, distribution or forwarding, in whole or in part, directly
or indirectly, in or into the United States of America (including
its territories and possessions, any state of the United States and
the District of Columbia (collectively, the "United States"),
Australia, Canada, the Republic of South Africa, Japan (each a
"Restricted Territory") or any other jurisdiction in which such
release, publication, distribution or forwarding would be unlawful.
No public offering of the securities referred to herein is being
made in any such jurisdiction or elsewhere. This information has
not been approved by the London Stock Exchange, nor is it intended
to be so approved.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold or transferred directly or indirectly
in or into the United States, except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with the securities laws of
any state or any other jurisdiction of the United States. No public
offering of any securities referred to herein is being made in the
United States.
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. This Announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction. Any failure to comply with
this restriction may constitute a violation of the securities laws
of such jurisdictions.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement and no such offering document or prospectus
is required (in accordance with the EU Prospectus Regulation or UK
Prospectus Regulation) to be published.
Certain statements in this announcement are forward-looking
statements, including with respect to Entain's expectations,
intentions and projections regarding its future performance,
strategic initiatives, anticipated events or trends and other
matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and
uncertainty because they relate to events and depend on
circumstances that may or may not occur in the future. All
statements that address expectations or projections about the
future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general
economic conditions, expected expenditures, expected cost savings
and financial results are forward--looking statements. Any
statements contained in this announcement that are not statements
of historical fact are, or may be deemed to be, forward--looking
statements. These forward-looking statements, which may use words
such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of
similar meaning or the negative thereof, are not guarantees of
future performance and are subject to known and unknown risks and
uncertainties. There are a number of factors including, but not
limited to, commercial, operational, economic and financial
factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those
expressed or implied by these forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond
Entain's ability to control or estimate precisely, such as changes
in taxation or fiscal policy, future market conditions, currency
fluctuations, the behaviour of other market participants, the
actions of governments or governmental regulators, or other risk
factors, such as changes in the political, social and regulatory
framework in which Entain operates or in economic or technological
trends or conditions, including inflation, recession and consumer
confidence, on a global, regional or national basis. Given those
risks and uncertainties, readers are cautioned not to place undue
reliance on forward-looking statements. Forward-looking statements
speak only as of the date of this announcement. Entain and its
affiliates, and any of its or their respective directors, officers,
partners, employees, advisers or agents (collectively,
"Representatives") expressly disclaim any obligation or undertaking
to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise
unless required to do so by applicable law or regulation.
In particular, no statement in this announcement is intended to
be a profit forecast or profit estimate and no statement of a
financial metric (including estimates of EBITDA, profit before tax,
free cash flow or net debt) should be interpreted to mean that any
financial metric for the current or future financial years would
necessarily match or exceed the historical published position of
Entain and its subsidiaries. Certain statements in this
announcement may contain estimates. The estimates set out in this
announcement have been prepared based on numerous assumptions and
forecasts, some of which are outside of Entain's influence and/or
control, and is therefore inherently uncertain and there can be no
guarantee or assurance that it will be correct. The estimates have
not been audited, reviewed, verified or subject to any procedures
by Entain's auditors. Undue reliance should not be placed on them
and there can be no guarantee or assurance that they will be
correct.
This announcement is being issued by and is the sole
responsibility of Entain. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by or on behalf
of Entain (apart from the responsibilities or liabilities that may
be imposed by the Financial Services and Markets Act 2000, as
amended or the regulatory regime established thereunder) or by its
affiliates or any of its Representatives as to, or in relation to,
the accuracy, adequacy, fairness or completeness of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers or any other statement made or purported to be made by or
on behalf of Entain or any of its affiliates or any of its
Representatives in connection with Entain and any responsibility
and liability whether arising in tort, contract or otherwise
therefore is expressly disclaimed.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively
as financial adviser to Entain and no one else in connection with
the Acquisition. In connection with such matters, Morgan Stanley,
its affiliates and their respective directors, officers, employees
and agents will not regard any other person as their client, nor
will they be responsible to anyone other than Entain for providing
the protections afforded to clients of Morgan Stanley nor for
providing advice in connection with the Acquisition, the contents
of this announcement or any matter referred to herein.
Merrill Lynch International ("BofA Securities"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the UK, is acting as corporate broker and financial
adviser exclusively for Entain and for no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than Entain for providing the
protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement. Neither
BofA Securities, nor any of its 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 BofA Securities in connection
with this announcement, any statement contained herein or
otherwise.
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END
MSCRTMFTMTTBBMJ
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