Last checked at 21 Apr 2020 15:00
21 April 2020
Flutter Entertainment plc (the "Company")
Results of Extraordinary General Meeting
The Company announces that the following resolutions were approved at its Extraordinary General Meeting held on Tuesday, 21 April 2020. The Extraordinary General Meeting and resolutions 1-5 passed at it are in connection with the recommended all share combination of the Company and The Stars Group Inc.
All resolutions as set out in the Notice of Extraordinary General Meeting were duly passed on a poll. The number of votes for and against each of the resolutions put before the Meeting and the number of votes withheld were as follows:
Resolutions | Votes For1 | Votes Against | Total votes | Votes Withheld2 | ||
No. of shares | % | No. of shares | % | No. of shares | No. of shares | |
1. To approve the recommended all-share combination between the Company and The Stars Group Inc. (the "Combination") | 49,123,486 | 99.19 | 401,953 | 0.81 | 49,548,888 | 23,449 |
2. To authorise the directors to allot shares in connection with the Combination | 49,523,620 | 99.99 | 254 | 0.01 | 49,548,888 | 25,014 |
3. To increase the maximum number of directors of the Company | 49,392,741 | 99.73 | 131,312 | 0.27 | 49,548,888 | 24,835 |
4. To approve the capitalisation of the Company's merger reserve account balance following the Combination | 49,123,486 | 99.19 | 401,398 | 0.81 | 49,548,888 | 24,004 |
5. To approve a reduction in the company capital of the Company* | 49,119,605 | 99.18 | 404,333 | 0.82 | 49,548,888 | 24,950 |
6. To amend the articles of association to reduce the quorum for general meetings* | 49,519,856 | 99.99 | 2,308 | 0.01 | 49,548,888 | 26,724 |
* Denotes Special Resolutions
NOTES:
1 Votes "For" and "Against" are expressed as a percentage of votes received. The "For" votes include those giving the Chairman discretion.
2 A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
3 The total number of ordinary shares in issue, excluding Treasury Shares, on Tuesday, 21 April 2020 was 78,396,099.
The full text of the resolutions can be found in the Notice of Extraordinary General Meeting, which was included in the circular sent to shareholders on 27 March 2020. This is available for inspection at the UK's National Storage Mechanism www.morningstar.co.uk/uk/NSM, and at Euronext Dublin (see below) and on the Company's website at www.flutter.com/investors/proposed-combination-with-the-stars-group.
A copy of the resolutions passed under special business (as defined by the listing rules of the UK Listing Authority) will shortly be submitted to the UK's National Storage Mechanism for inspection at www.morningstar.co.uk/uk/NSM and forwarded to Euronext Dublin and available for inspection at:
Company Announcements Office
Euronext Dublin
28 Anglesea Street
Dublin 2
Ireland
Completion of the Combination remains subject to approval by TSG shareholders and certain regulatory approvals and the Company expects the Combination to complete in early May 2020.
Edward Traynor
Company Secretary
Flutter Entertainment plc