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 May 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): ¨
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: May 5, 2020 | By: | /s/ Brian Kyle | ||
Name: | Brian Kyle | |||
Title: | Chief Financial Officer | |||
EXHIBIT INDEX
Exhibit No. | Description | ||||
99.1 | Flutter Entertainment plc News Release, dated May 4, 2020 | ||||
99.2 | Flutter Entertainment plc News Release, dated May 5, 2020 | ||||
Exhibit 99.1
4 May 2020
Flutter Entertainment plc
Combination with The Stars Group Inc.
On 30 April 2020 Flutter Entertainment Plc ("Flutter") announced that the intended time and completion date of its acquisition of The Stars Group Inc. ("TSG") (the “Combination”) is 8 a.m. on 5 May 2020.
Flutter is pleased to announce that earlier today, a certificate of arrangement with an effective date of 5 May 2020 was issued pursuant to the Business Corporations Act (Ontario) such that all of the conditions to the Combination have now been satisfied and completion of the Combination (“Completion”) will occur as announced at 8 a.m. tomorrow. At this time, the following will take place simultaneously:
• | 65,316,588 ordinary shares in Flutter will be issued to TSG shareholders in satisfaction of the consideration due under the terms of the Combination; and |
• | share dealings will commence and the entire enlarged issued share capital of Flutter (constituting 143,987,624 ordinary shares) will be admitted to the premium listing of the Official List of the Financial Conduct Authority and the Official List of Euronext Dublin and to trading on the London Stock Exchange’s Main Market for listed securities and the Euronext Dublin Market under the ticker “FLTR”. |
The TSG Shares will be de-listed from the Toronto Stock Exchange and the Nasdaq Global Select Market promptly following Completion.
Unless otherwise defined, all capitalised terms in this Announcement have the same meaning as those contained in the Circular and Prospectus. All references in this Announcement to times are to times in Dublin (unless otherwise stated).
Enquiries:
Fiona Gildea
Deputy Company Secretary
+35317790022
Exhibit 99.2
5 May 2020
Flutter Entertainment plc (“Flutter”)
Completion of Combination with The Stars Group Inc. (the “Combination”)
Further to the announcement on 4 May 2020 in connection with the completion of the Combination (“Completion”), Flutter announces that at 8 a.m. this morning:
• | Completion took place; |
• | share dealings commenced; and |
• | the entire enlarged issued share capital of Flutter (constituting 143,987,624 ordinary shares) was admitted to the premium listing of the Official List of the Financial Conduct Authority and the Official List of Euronext Dublin and to trading on the London Stock Exchange’s Main Market for listed securities and the Euronext Dublin Market under the ticker “FLTR”. |
Enquiries:
Fiona Gildea
Deputy Company Secretary
+35317790022