TIDMFLTR
RNS Number : 5314H
Flutter Entertainment PLC
04 December 2020
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. PLEASE SEE THE IMPORTANT NOTICE SECTION OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
4 December 2020
Flutter Entertainment plc
("Flutter" or the "Company" or the "Group")
Result of Placing
Flutter announces the successful pricing of the non-pre-emptive
placing of new ordinary shares of EUR0.09 each in the share capital
of the Company (the "Ordinary Shares") announced yesterday (the
"Placing").
A total of approximately 8m new Ordinary Shares in the Company
(the "Placing Shares") have been placed by Goldman Sachs
International and J&E Davy ("Davy") at a price of 14,000 pence
per Placing Share (the "Placing Price"), raising gross proceeds of
approximately GBP1.1bn. The Euro Placing Price, for those
participants in the Placing who have elected to settle in Euros, is
EUR155.44. Goldman Sachs International and Davy (together, the
"Bookrunners") are acting as joint global coordinators and joint
bookrunners in connection with the Placing.
The Placing Shares represent approximately 5.2% of the Company's
issued share capital immediately prior to the Placing (excluding
treasury shares). The Placing Price represents a premium to the
intra-day price at time of launch of approximately 3.4% and
discount of approximately 2.1% to the closing price on 3 December
2020.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares (other than treasury shares which are non-voting and do not
qualify for dividends), including the right to receive all
dividends and other distributions declared, made or paid in respect
of Ordinary Shares after the date of issue.
Flutter consulted with a number of its major shareholders prior
to the Placing and has respected the principles of pre-emption
through the allocation process insofar as possible. The Company is
pleased by the strong support it has received from new and existing
shareholders.
Applications have been made for the admission of 8,004,503 new
Ordinary Shares to (a) the premium listing segment of the Official
List of the Financial Conduct Authority of the United Kingdom (the
"FCA") and to trading on the London Stock Exchange plc's (the
"London Stock Exchange") main market for listed securities and (b)
to a secondary listing on the Official List of The Irish Stock
Exchange plc, trading as Euronext Dublin ("Euronext Dublin") and to
trading on the Euronext Dublin Market operated by Euronext Dublin
(together, "Admission").
It is expected that settlement of the Placing Shares will occur,
Admission will become effective and that dealings will commence in
the Placing Shares at 8.00 a.m. on 8 December 2020. The Placing is
conditional, among other things, upon Admission becoming effective
and the placing agreement between the Company, Goldman Sachs
International and Davy not being terminated in accordance with its
terms.
Following Admission, the total number of shares in issue in the
Company will be 165,132,387 (including 1,965,600 treasury shares).
Therefore, following Admission, the total number of voting shares
in Flutter in issue will be 163,166,787. This figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in the Company under the Transparency
(Directive 2004/109/EC) Regulations 2007 of Ireland and the Irish
Transparency Rules.
Smaller related party transaction
The Capital Group Companies, Inc. together with certain client
and fund accounts in respect of which affiliates of The Capital
Group Companies, Inc. act as discretionary investment adviser
(collectively, "Capital Group") is a substantial shareholder in the
Company for the purposes of the listing rules of the Financial
Conduct Authority (the "UK Listing Rules") and is therefore
considered to be a related party of the Company.
Capital Group has agreed to subscribe for 1,441,038 Placing
Shares at the Placing Price for an aggregate consideration of
approximately GBP202m. The participation in the Placing by Capital
Group constitutes a "smaller" related party transaction and falls
within UK Listing Rule 11.1.10R.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this Announcement.
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:
Flutter Entertainment plc
Jonathan Hill, Chief Financial Officer
David Jennings, Group Director of Investor
Relations and FP&A + 353 87 951 3560
Ciara O'Mullane, Investor Relations + 353 87 947 7862
Liam Kealy, Investor Relations + 353 87 665 2014
Press:
Fi Thorne, Corporate Affairs + 44 75 2111 4787
Lindsay Dunford, Corporate Affairs + 44 79 3197 2959
Davy (Joint Global Co-ordinator and Joint
Corporate Broker) +353 (0)1 679 6363
John Lydon
Brian Garrahy
Ronan Veale
Goldman Sachs International (Joint Global
Co-ordinator and Joint Corporate Broker) +44 (0) 20 7774 1000
Anthony Gutman
Charlie Lytle
Nick Harper
Jimmy Bastock
Drury Communications
Billy Murphy + 353 1 260 5000
Finsbury (Media Enquiries)
James Murgatroyd +44 (0) 77 6825 4911
Robert Allen +44 (0) 75 5444 1363
Important Notice
This Announcement has been issued by, and is the sole
responsibility of, the Company. 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
Goldman Sachs International or Davy or by any of their respective
affiliates or agents as to, or in relation to, the accuracy 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, and any liability therefor is
expressly disclaimed.
Goldman Sachs International, which is authorised by the UK
Prudential Regulatory Authority and regulated by the UK Financial
Conduct Authority and the UK Prudential Regulatory Authority, is
acting exclusively as joint global co-ordinator and joint
bookrunner for the Company and for no one else in connection with
the Placing and is not, and will not be, responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.
J&E Davy, which is regulated in Ireland by the Central Bank
of Ireland is acting exclusively as joint global co-ordinator and
joint bookrunner for the Company and for no-one else in connection
with the Placing and is not, and will not be, responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Bookrunners by the Financial Services and
Markets Act 2000 of the United Kingdom or by the regulatory regime
established under it, neither Goldman Sachs International, Davy nor
any of their respective affiliates owes or accepts any duty,
liability or responsibility whatsoever to any person who is not a
client for the contents of the information contained in this
Announcement or for any other statement made or purported to be
made by or on behalf of the Bookrunners or their respective
affiliates in connection with the Company, the Placing Shares or
the Placing. The Bookrunners and each of their respective
affiliates accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise (save as referred to above)
in respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by the Bookrunners or any of their respective affiliates as
to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
Members of the public are not eligible to take part in the
Placing. This Announcement is directed only at and may only be
communicated to: (A) persons in a Member State of the European
Economic Area who are qualified investors ("Qualified Investors")
within the meaning of Article 2(e) of Regulation (EU) 2017/1129 on
the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market; or (B) in the
United Kingdom, Qualified Investors who are also (I) persons having
professional experience in matters relating to investments who fall
within the definition of "investment professional" in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 of the United Kingdom, as amended (the
"Order"), (II) persons who fall within Article 49(2)(a) to (d)
("High Net Worth Companies, Unincorporated Associations, etc") of
the Order, or (III) persons to whom it may otherwise be lawfully
communicated (all such persons referred to in (A) and (B) above
together being referred to as "Relevant Persons").
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this Announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. 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 in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
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, into or from the
United States, Australia, Canada, Japan, South Africa or any other
state or jurisdiction in which the same would be restricted,
unlawful or unauthorised (each a "Restricted Territory"). In
addition, the offering of the Placing Shares in certain
jurisdictions may be restricted by law. This Announcement is for
information purposes only and does not constitute an offer to buy,
sell, issue, acquire or subscribe for, or the solicitation of an
offer to buy, sell, issue, acquire or subscribe for shares in the
capital of the Company in any Restricted Territory or to any person
to whom it is unlawful to make such offer or solicitation. This
Announcement is not a prospectus, disclosure document or offering
document under the law of any jurisdiction. No prospectus,
disclosure document or offering document has been lodged or
registered under, or prepared in compliance with, the securities
laws of any Restricted Territory. This Announcement does not
constitute financial product advice and does not, and will not,
form any part of any contract for the acquisition of the shares in
the capital of the Company. No action has been taken by the Company
or the Bookrunners that would permit an offering of such shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Bookrunners to inform themselves about, and to
observe, such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended ("Securities Act"), and may not be offered or sold in the
United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
Subject to certain exemptions, the securities referred to herein
may not be offered or sold in any Restricted Territory or for the
account or benefit of any national resident or citizen of any
Restricted Territory. No public offering of the shares referred to
in this Announcement is being made in Ireland, the United Kingdom,
any Restricted Territory or elsewhere.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Goldman Sachs
International and Davy will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar
meaning, reflect the directors' current beliefs and expectations
and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to
predict, that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statement. Statements
contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. Many factors could cause
actual results, performance or achievements to differ materially
from those projected or implied in any forward-looking statements.
The important factors that could cause the Company's actual
results, performance or achievements to differ materially from
those in the forward-looking statements include, among others, the
macroeconomic environment (including, the impact of COVID-19),
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement
may not occur. The information contained in this Announcement,
including the forward-looking statements, speaks only as of the
date of this Announcement and is subject to change without notice
and the Company does not assume any responsibility or obligation
to, and does not intend to, update or revise publicly or review any
of the information contained herein, whether as a result of new
information, future events or otherwise, except to the extent
required by the FCA, the London Stock Exchange, Euronext Dublin,
the Central Bank of Ireland or by applicable law. No statement in
this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for
the current or future financial years will necessarily match or
exceed the historical or published earnings of the Company.
Any indication in this Announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. The price of shares
and the income from them may go down as well as up and investors
may not get back the full amount invested on disposal of shares
acquired. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the Main
Market of the London Stock Exchange and the Euronext Dublin Market
of Euronext Dublin.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
The most recent Annual Report and other information relating to
the Company are available on the Flutter website at
www.flutter.com. Neither the content of the Company's website nor
any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
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END
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