Last checked at 21 Dec 2020 12:30
21 December 2020
Flutter Entertainment plc
("Flutter" or the "Company")
Notice of EGM and Publication of Circular
An Extraordinary General Meeting of the Company will be held at Arthur Cox, Ten Earlsfort Terrace, Dublin, D02 T380, Ireland on Tuesday, 19 January 2021 at 11.00 am ("EGM").
The business of the EGM will be to consider and, if thought fit, approve certain resolutions relating to the replacement of CREST with a system operated by Euroclear Bank SA/NV for the electronic settlement of trading in the Company's ordinary shares ("Migration Resolutions"). Approval of the Migration Resolutions is necessary to ensure the Company's shares can continue to be settled electronically when they are traded on Euronext Dublin and the London Stock Exchange and remain eligible for continued admission to trading and listing on those exchanges. Additionally, the Company will be proposing certain routine modernisation amendments to its Articles of Association at the EGM.
A circular which includes the Notice of the EGM ("Circular") and a Form of Proxy have been made available to Shareholders today. The Board strongly urges Shareholders to review the contents of the Circular in their entirety, including the documents referred to therein, and consider the Board's recommendation to vote in favour of the Resolutions. The defined terms set out in Part 9 of the Circular have the same meaning when used in this announcement.
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, 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.
The Circular and certain other documents (including the proposed amendments to the Articles of Association) relating to the Migration will be available to view on the Company's website (www.flutter.com/investors), and will be available for inspection during usual business hours from the date of this notice until the EGM at Flutter's registered office and Arthur Cox's London office at 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: https://data.fca.org.uk/#/nsm/nationalstoragemechanism;
· Euronext Dublin: Company Announcements Office, The Irish Stock Exchange t/a Euronext Dublin, 28 Anglesea Street, Dublin 2
An indicative timetable of principal events in relation to the EGM is set out below:
· Publication date of this Circular: 21 December 2020
· Latest time and date for receipt of Forms of Proxy: 11.00 am on 17 January 2021
· Voting Record Time 7.00 pm on 17 January 2021
· Time and date of Extraordinary General Meeting 11.00 am on 19 January 2021
Listening live to the EGM
If you wish to listen live to the EGM, Flutter Shareholders may do so by availing of the telephone facility and dialling-in to the numbers specified in the "Important Notice Regarding Coronavirus (COVID-19)", included with the Circular and available on the Company's website. Shareholders wishing to avail of this facility should ensure that they have submitted their Form of Proxy by the relevant deadline in advance of the EGM, as it will not be possible to vote at the EGM using the telephone facility.
Total Voting Rights
The Company confirms that the total number of ordinary shares in issues as at 21 December 2020 is 165,263,242 with a nominal value of €0.09 each, with each share carrying the right to one vote. The Company holds 1,965,600 ordinary shares in treasury, which do not carry voting rights. The figure which may be used by shareholders as the denominator of the calculations by which they will determine if they are required to notify their interest in, or a charge to their interest in the Company under the Transparency (Directive 2004/109/EC) Regulations 2007 and the Transparency Rules, is therefore, 163,297,642.
Further Information in relation to the EGM
If you have any queries, please contact the Company at CoSec@Flutter.com.