UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On May 31, 2024, Flutter Entertainment plc (the “Company”) released, via the Regulatory News Service in London (the “RNS”), an announcement (the “RNS Announcement”) stating that its primary listing is on the New York Stock Exchange (the “NYSE”), effective May 31, 2024, which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. This follows the transfer of the Company’s listing category on the Official List of the United Kingdom Financial Conduct Authority from “Premium Listing (commercial company)” to “Standard Listing (shares)” as of 8:00 a.m. BST / 3:00 a.m. ET on May 31, 2024. The Company’s shares remain eligible for and continue to trade on the Main Market of the London Stock Exchange (the “LSE”) on the Standard Listing segment. The RNS Announcement was made in order to comply with disclosure requirements pursuant to the United Kingdom Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
On May 31, 2024, the Company also released, via the RNS, an additional announcement regarding a change of the Company’s Chief Financial Officer, which is furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit |
Description | |
| 99.1 | RNS Announcement regarding primary listing, dated May 31, 2024 | |
| 99.2 | RNS Announcement regarding directorate/CFO change, dated May 31, 2024 | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. | |
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 hereunto duly authorized.
| Flutter Entertainment plc | ||||||
| (Registrant) | ||||||
| Date: May 31, 2024 | By: | /s/ Edward Traynor | ||||
| Name: | Edward Traynor | |||||
| Title: | General Counsel and Company Secretary | |||||
Exhibit 99.1
New York, United States, May 31, 2024
Flutter’s primary listing now on the New York Stock Exchange
Flutter Entertainment plc (“Flutter” or the “Company”) (NYSE: FLUT; LSE:FLTR) announced today that its primary listing is now on the New York Stock Exchange (“NYSE”). This follows the transfer of the Company’s listing category on the Official List of the Financial Conduct Authority from “Premium Listing (commercial company)” to “Standard Listing (shares)” as of 08.00 a.m. BST / 03.00 a.m. ET today. The Company’s shares remain eligible for and continue to trade on the Main Market of the London Stock Exchange (“LSE”) on the Standard Listing segment.
Today’s announcement follows the passing of the relevant resolution by shareholders at the Company’s Annual General Meeting held on May 1, 2024.
Peter Jackson, CEO of Flutter Entertainment, said:
“Today marks an important milestone in the evolution of Flutter with the commencement of our primary listing on the New York Stock Exchange. This closely follows the recent move of our operational headquarters to New York, with both reflecting the increasing importance of the US sports betting and iGaming market to our business. We have a fantastic position in the US, with FanDuel the clear number one operator, and we look forward to this next step on our journey.”
Listing changes
As previously announced, since February 2023, management has engaged widely with U.S. investors, existing and potential, along with existing shareholders globally. The feedback received has been very supportive of moving Flutter’s primary listing to the United States. The first step in this process was achieved on January 29, 2024, with the additional listing of Flutter’s ordinary shares on the NYSE. On May 1, 2024, shareholders passed the special resolution to transfer Flutter’s listing category from a Premium Listing to a Standard Listing on the LSE, which has taken effect today. Hereafter, Flutter’s primary listing will be on the NYSE.
About Flutter Entertainment plc
Flutter is the world’s leading online sports betting and iGaming operator, with leading positions in markets across the world, including the US. Our ambition is to leverage our significant scale and our challenger mindset to change our industry for the better. By Changing the Game, we believe we can deliver long-term growth while promoting a positive, sustainable future for all our stakeholders. We are well-placed to do so through the distinctive, global competitive advantages of the Flutter Edge, which gives our brands access to group-wide benefits to stay ahead of the competition, as well as our clear vision for sustainability through our Positive Impact Plan.
Flutter operates a diverse portfolio of leading online sports betting and iGaming brands including FanDuel, Sky Betting & Gaming, Sportsbet, PokerStars, Paddy Power, Sisal, Tombola, Betfair, MaxBet, Junglee Games and Adjarabet. We are the industry leader with $11,790 million of revenue globally for fiscal 2023, up 25% YoY, and $3,397 million of revenue globally for the quarter ended March 31, 2024.
Forward-looking statements
This press release may include forward-looking statements. These forward looking statements can be identified by the use of forward looking terminology, including the terms “outlook,” “believe(s),”expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “goal,” “target,” “aspire,” “will likely result” and other words and terms of similar meaning or the negative versions of such words or other comparable words of a future or forward-looking nature. These forward-looking statements include all matters that are not historical facts and include statements regarding Flutter’s or its affiliates’ intentions, beliefs or current expectations concerning, among other things, Flutter’s or its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that Flutter’s or its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements
contained in this press release. In addition, even if Flutter’s or its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
Enquiries
Company Secretary: Cosec@flutter.com
Investor Relations: Investor.relations@flutter.com
Media Relations: corporatecomms@flutter.com
Exhibit 99.2
New York, United States, May 31, 2024
Flutter Entertainment plc (“Flutter” the “Group”)
Directorate Change - Group CFO Transition
Flutter Entertainment plc, the leading global sports betting and gaming operator, announced today that Group CFO, Paul Edgecliffe-Johnson, will leave the Group and be succeeded by Rob Coldrake with immediate effect.
In anticipation of the Company’s US Primary Listing on 31st May 2024 and the consequent need for extensive executive management time to be spent in the United States, the Board has recently engaged in a discussion with Paul Edgecliffe-Johnson concerning his ability to meet that requirement in light of his family commitments in the U.K. Following this discussion, the Board has concluded that it is in the Company’s best interests for Paul Edgecliffe-Johnson to step down from his role as Group CFO and Executive Director.
Rob Coldrake is currently Chief Financial Officer of Flutter International, a role he has held since joining the Group in 2020. He previously spent 14 years in TUI Travel plc in a variety of financial roles, having started his career with PricewaterhouseCoopers.
Commenting on the appointment, CEO Peter Jackson said: “I am delighted that Rob will become our next Group CFO. During his four years at Flutter, he has shown himself to be a CFO of exceptional calibre and his skills and experience will help us to take advantage of the significant opportunities before us. I would like to thank Paul for his contribution to the Group, particularly in relation to achieving our US primary listing, and I wish him and his family well.”
John Bryant, Chair, commented: “The Board welcomes the appointment of Rob as Group CFO and is especially delighted we were able to develop such a high-quality executive within our own business. We look forward to working with him and the team into the future. I would also like to take the opportunity to wish Paul well and to thank him for his contribution to the Group.”
Enquiries:
Edward Traynor, Group Company Secretary, edward.traynor@flutter.com
Paul Tymms, Investor Relations, investorrelations@flutter.com
Kate Delahunty, Corporate Communications, corporatecomms@flutter.com