Flutter Entertainment PLC Publication of Circular and Notice of EGM (2554I)

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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: [phone]

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)                                       [phone] 
 John Lydon 
  Brian Garrahy 
  Ronan Veale 
 Goldman Sachs International (Joint Financial    [phone] 
  Adviser and Joint Sponsor)                      1000 
 Anthony Gutman 
  Charlie Lytle 
  Nick Harper 
  Jimmy Bastock 
 
 
 Drury Communications 
  Billy Murphy           + 353 1 260 5000 
 
 
                                [phone] 
 Finsbury (Media Enquiries)      4911 
  James Murgatroyd               [phone] 
  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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December 10, 2020 08:00 ET (13:00 GMT)