Flutter Entertainment PLC Publication of Circular and Notice of EGM (2554I)
December 10 2020 - 7:00AM
UK Regulatory
TIDMFLTR
RNS Number : 2554I
Flutter Entertainment PLC
10 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.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. FLUTTER SHAREHOLDERS
SHOULD NOT MAKE ANY DECISION IN RELATION TO THE TRANSACTION EXCEPT
ON THE BASIS OF THE CIRCULAR PUBLISHED TODAY.
10 December 2020
Flutter Entertainment plc
("Flutter")
Publication of Circular and Notice of EGM
On 3 December 2020, Flutter announced that it had entered into a
conditional agreement to acquire the entire 37.2% interest in
FanDuel Group Parent LLC ("FanDuel") which is currently held by
Fastball Holdings LLC ("Fastball") for $4.175bn (GBP3.131bn)(1)
(the "Transaction").
The Transaction constitutes a related party transaction for
Flutter under the Listing Rules and is conditional on the approval
of Flutter shareholders.
A shareholder circular in relation to the Transaction (the
"Circular") is expected to be approved, published and posted to
Flutter shareholders ("Flutter Shareholders") today. The Circular
contains a notice of extraordinary general meeting of Flutter to be
held at 11:00 a.m. on 29 December 2020 at Arthur Cox, Ten Earlsfort
Terrace, Dublin, D02 T380, Ireland (the "EGM") for the purpose of
seeking approval of Flutter Shareholders for the Transaction.
Due to the restrictions on travel and meetings under the
regulations and the guidance issued by the Government of Ireland
and the Department of Health relating to the ongoing Coronavirus
(COVID-19) pandemic, the EGM will proceed under very constrained
circumstances. Flutter Shareholders are requested not to attend the
EGM in person and instead to submit a form of proxy (accompanying
the notice of EGM), appointing the Chair of the EGM as their proxy
to vote as instructed on their behalf, to ensure they can vote and
be represented at the EGM without attending in person . The
Circular and guidance for shareholders regarding the format of the
EGM in light of Coronavirus (COVID-19) precautions will be
available on Flutter's website:
www.flutter.com/investors/2020EGM.
A copy of the Circular and certain other documents relating to
the Transaction will be available for inspection during usual
business hours on any weekday (Saturdays, Sundays and public
holidays excepted) at the registered office of Flutter and at the
offices of Arthur Cox, Ten Earlsfort Terrace, Dublin, D02 T380,
Ireland and 12 Gough Square, London EC4A 3DW, United Kingdom.
A copy of the Circular will be submitted to the U.K. National
Storage Mechanism and to Euronext Dublin, where they will be
available at:
U.K. National Storage Mechanism Euronext Dublin http://www.morningstar.co.uk/uk/NSM Companies Announcement Office
Euronext Dublin
28 Anglesea Street
Dublin 2, Ireland
Tel: +353 (0)1 6174200
Unless otherwise defined, all capitalised terms in this
announcement have the same meaning as those contained in the
Circular. All references in this announcement to times are to times
in Dublin (unless otherwise stated).
An indicative timetable of principal events in relation to the
EGM is set out below:
Event Expected time/date
Latest time and date for receipt of
Forms of Proxy for the 11:00 a.m. on 27 December
EGM......................................................................... 2020
Record date for determining Flutter
Shareholders entitled to vote at the 7:00 p.m. on 27 December
EGM...................................................... 2020
EGM......................................................................... 11:00 a.m. on 29 December
2020
Closing Date, Closing.................................................. A date expected to
be in the last week
in December 2020 ("D")
Consideration Shares issued.......................................... D
Expected Admission and commencement
of dealings in Consideration Shares................................................... 3:00 a.m. (Eastern
time)/
8:00 a.m. (Irish time)
on D
For further information, 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 Financial Adviser and Joint
Sponsor) +353 (0)1 679 6363
John Lydon
Brian Garrahy
Ronan Veale
Goldman Sachs International (Joint Financial +44 (0) 20 7774
Adviser and Joint Sponsor) 1000
Anthony Gutman
Charlie Lytle
Nick Harper
Jimmy Bastock
Drury Communications
Billy Murphy + 353 1 260 5000
+44 (0) 77 6825
Finsbury (Media Enquiries) 4911
James Murgatroyd +44 (0) 75 5444
Robert Allen 1363
The person responsible for arranging release of this
announcement on behalf of Flutter is Edward Traynor, Company
Secretary of Flutter.
Notes:
([1]) Assumed FX rate GBP1:$1.33
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END
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