Flutter Entertain — M&A Activity 2020

Dec 10, 2020

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author: khogan
date: 2020-12-09 00:25:00+00:00

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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 (£3.131bn)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

For further information, please contact:

The person responsible for arranging release of this announcement on behalf of Flutter is Edward Traynor, Company Secretary of Flutter.

Notes:

Assumed FX rate £1:$1.33

| Latest time and date for receipt of Forms of Proxy for the EGM |
11:00 a.m. on 27 December 2020 |
| --- | --- |
| Record date for determining Flutter Shareholders entitled to vote at the EGM |
7:00 p.m. on 27 December 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 |

| Flutter Entertainment plc
Jonathan Hill, Chief Financial Officer
David Jennings, Group Director of Investor Relations and FP&A
Ciara O'Mullane, Investor Relations
Liam Kealy, Investor Relations |  

+ 353 87 951 3560
+ 353 87 947 7862
+ 353 87 665 2014 |
| --- | --- |
| Press:
Fi Thorne, Corporate Affairs
Lindsay Dunford, Corporate Affairs
  |  
+ 44 75 2111 4787
+ 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 Adviser and Joint Sponsor) | +44 (0) 20 7774 1000 |
| Anthony Gutman
Charlie Lytle
Nick Harper
Jimmy Bastock |   |

| Drury Communications
Billy Murphy | + 353 1 260 5000 |
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| Finsbury (Media Enquiries)       
James Murgatroyd
Robert Allen |  
+44 (0) 77 6825 4911
+44 (0) 75 5444 1363 |
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