UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2020
Commission File Number: 001-37403
THE STARS GROUP INC.
(Translation of registrant’s name into English)
200 Bay Street
South Tower, Suite 3205
Toronto, Ontario, Canada
M5J 2J3
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
On April 24, 2020, The Stars Group Inc. (the “Company”) announced the results of its Special Meeting of Shareholders (the "Meeting") held on April 24, 2020. At the Meeting, the shareholders voted on the proposed all-share combination of the Company and Flutter Entertainment plc. The special resolution was duly proposed and passed by the requisite majority of votes cast in person or by proxy. The Company filed a report of voting results on SEDAR at www.sedar.com and issued a news release announcing the same. A copy of the report of voting results and news release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The Stars Group Inc. | ||||
Date: April 24, 2020 | By: | /s/ Brian Kyle | ||
Name: | Brian Kyle | |||
Title: | Chief Financial Officer | |||
EXHIBIT INDEX
Exhibit No. | Description | ||||
99.1 | Report of Voting Results of The Stars Group Inc., filed April 24, 2020 | ||||
99.2 | News Release, dated April 24, 2020 | ||||
Exhibit 99.1
April 24, 2020
To the securities regulatory authority of each
of the Provinces and territories of Canada
REPORT OF VOTING RESULTS
Following the special meeting of shareholders of The Stars Group Inc. (the “Corporation”) held on April 24, 2020 (the “Meeting”), and in accordance with section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations, we hereby advise you of the following voting results obtained at the Meeting. The matter set out below is described in greater detail in the management information circular of the Corporation dated March 26, 2020 (the “Circular”).
At the Meeting, the shareholders of the Corporation were asked to consider, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated March 13, 2020, and, if deemed advisable, to approve, with or without variation, a special resolution of the shareholders (the “Arrangement Resolution”), the full text of which is set forth in Appendix A to the Circular, to approve a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) involving the Corporation and Flutter Entertainment plc (“Flutter”), whereby, among other things, Flutter will acquire all of the issued and outstanding common shares of the Corporation, all as more particularly described in the Circular. The Arrangement Resolution was approved, with the outcome of the vote being as follows:
Percentage of Votes For | Number of Votes For | Percentage of Votes Against | Number of Votes Against | Total Number of Votes |
99.99% | 199,206,301 | 0.01% | 27,952 | 199,235,125 |
DATED this 24th day of April 2020.
THE STARS GROUP INC.
By: (s) Brian Kyle
Name: Brian Kyle
Title: Chief Financial Officer
Exhibit 99.2
The Stars Group Shareholders Approve Flutter Combination
TORONTO—April 24, 2020—The Stars Group Inc. (NASDAQ: TSG)(TSX: TSGI) is pleased to announce that shareholders today approved the proposal to combine the business with Flutter Entertainment plc (“Flutter”). The special resolution approved the previously announced plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) between The Stars Group and Flutter, whereby Flutter will acquire all of the issued and outstanding common shares of The Stars Group.
Approximately 99.99% of the shares voted at the meeting voted in favor of the special resolution approving the Arrangement. The special resolution is described in greater detail in The Stars Group’s management information circular dated March 26, 2020 filed under The Stars Group’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov and details of the voting results will be filed under The Stars Group’s profile on SEDAR, EDGAR and on The Stars Group’s website at www.starsgroup.com.
On April 21, 2020, the shareholders of Flutter also approved the Arrangement. Subject to remaining regulatory approvals and customary closing conditions, The Stars Group now currently expects the Arrangement to close in May 2020.
About The Stars Group
The Stars Group is a provider of technology-based product offerings in the global gaming and interactive entertainment industries. Its brands have millions of registered customers globally and collectively are leaders in online and mobile betting, poker, casino and other gaming-related offerings. The Stars Group owns or licenses gaming and related consumer businesses and brands, including PokerStars, PokerStars Casino, BetStars, Full Tilt, FOX Bet, BetEasy, Sky Bet, Sky Vegas, Sky Casino, Sky Bingo, Sky Poker, and Oddschecker, as well as live poker tour and events brands, including the PokerStars Players No Limit Hold’em Championship, European Poker Tour and Asia Pacific Poker Tour. The Stars Group is one of the world’s most licensed online gaming operators with its subsidiaries collectively holding licenses or approvals in 24 jurisdictions throughout the world, including in Europe, Australia, and the Americas. The Stars Group’s vision is to become the world’s favorite iGaming destination and its mission is to provide its customers with winning moments.
Cautionary Note Regarding Forward Looking Statements and Other Information
This news release may contain forward-looking statements and information within the meaning of applicable securities laws, including with respect to, among other things, the anticipated completion of
the Arrangement. Forward-looking statements can, but may not always, be identified by the use of words such as "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "would", "should", "believe", and similar references to future periods or the negatives of these words and expressions. These statements are based on management’s current expectations and are subject to a number of risks, uncertainties, and assumptions. There can be no assurance that actual results will not differ materially from those expressed or implied in forward-looking statements. Undue reliance should not be placed on forward-looking statements. Please refer to The Stars Group’s most recent annual information form and annual and interim financial statements and management’s discussion and analysis for more information about the factors, assumptions and risks that may apply to The Stars Group’s forward-looking statements. Each forward-looking statement speaks only as of the date hereof, and The Stars Group undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
For investor relations and media inquiries, please contact:
Vaughan Lewis, Senior Vice President, Communications
Tel: +1 437-371-5730, ir@starsgroup.com and press@starsgroup.com