Form 8-K - Current report
November 13 2024 - 5:55AM
Edgar (US Regulatory)
false 0001635327 0001635327 2024-11-13 2024-11-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 13, 2024
Flutter Entertainment plc
(Exact Name of Registrant as Specified in its Charter)
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Ireland |
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001-37403 |
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98-1782229 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
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290 Park Ave South, 14th Floor New York, New York |
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10010 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (646) 930-0950
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Ordinary Shares, nominal value of €0.09 per share |
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FLUT |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 |
Regulation FD Disclosure. |
On November 13, 2024, Flutter Entertainment plc released, via the Regulatory News Service in London, an announcement (the “RNS Announcement”) regarding its share repurchase program, which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The RNS Announcement was made in order to comply with disclosure requirements pursuant to the United Kingdom Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Flutter Entertainment plc (Registrant) |
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Date: November 13, 2024 |
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By: |
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/s/ Edward Traynor |
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Name: |
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Edward Traynor |
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Title: |
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Group Company Secretary |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Flutter Entertainment announces launch of first tranche of share repurchase program
New York, November 13, 2024: Flutter Entertainment (NYSE:FLUT; LSE:FLTR), the worlds leading online sports betting and iGaming operator,
announces that it has entered into non-discretionary arrangements with Goldman Sachs & Co LLC to repurchase ordinary shares on Flutters behalf for an aggregate maximum consideration of up to
$350 million on the New York Stock Exchange (the Buyback).
The Buyback will commence November 14, 2024, on the New York Stock
Exchange, and will end no later than 31 March 2025. The purpose of the Buyback is to reduce the share capital of Flutter. This Buyback is the first tranche of the share repurchase program of up to $5bn authorized by the Board as
announced on 25 September 2024.
Goldman Sachs & Co LLC will conduct the Buyback on Flutters behalf and will make trading
decisions under the Buyback independently of Flutter in accordance with certain pre-set parameters. The maximum number of ordinary shares which may be acquired pursuant to the Buyback is 17,739,905.
The Buyback will be conducted within the parameters prescribed by (i) Rule 10b5-1 and Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended and (ii) the EU Market Abuse Regulation (596/2014) and Commission Delegated Regulation (EU) 2016/1052 as such legislation forms part of law in
the United Kingdom pursuant to the EU (Withdrawal) Act 2018 (as may be amended, extended and/or supplemented from time to time). The repurchased ordinary shares will be cancelled.
Any decision in relation to the amount and timing of any future buyback tranche will be based on an ongoing assessment of the capital needs of the business
and general market conditions.
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with
relation to our share repurchase program. These statements reflect our current expectations as to future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. In some cases,
you can identify these forward-looking statements by the use of words such as outlook, believe(s), expect(s), potential, continue(s), may, will, should,
could, would, seek(s), predict(s), intend(s), trends, plan(s), estimate(s), anticipates, projection, goal,
target, aspire, will likely result, and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and
uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Factors that could cause the Companys results to differ materially
from those described in the forward-looking statements can be found in Part I, Item 1A. Risk Factors of the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2023 as filed with the Securities and Exchange Commission (SEC) and other periodic filings with the SEC, which are accessible on the SECs website at www.sec.gov. Accordingly, there are or will be important factors that
could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the
Companys filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
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About Flutter Entertainment plc
Flutter is the worlds leading online sports betting and iGaming operator, with a market leading position in the US and across the world. Our ambition is
to leverage our significant scale and our challenger mindset to change our industry for the better. By Changing the Game, we believe we can deliver long-term growth while promoting a positive, sustainable future for all our stakeholders. We are
well-placed to do so through the distinctive, global advantages of the Flutter Edge, which gives our brands access to group-wide benefits to stay ahead of the competition, as well as our clear vision for sustainability through our Positive Impact
Plan.
Flutter operates a diverse portfolio of leading online sports betting and iGaming brands including FanDuel, Sky Betting & Gaming,
Sportsbet, PokerStars, Paddy Power, Sisal, tombola, Betfair, MaxBet, Junglee Games and Adjarabet. We are the industry leader with $11,790m of revenue globally for fiscal 2023, up 25% YoY, and $3,248m of revenue globally for the quarter ended
September 30, 2024.
The person responsible for arranging release of this Announcement on behalf of Flutter is Edward Traynor, Company Secretary of
Flutter.
For further information on the Announcement, please contact:
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Investor Relations: |
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Media Relations: |
Email: investorrelations@flutter.com |
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Email: corporatecomms@flutter.com |
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