TIDMENT
RNS Number : 5023M
Entain PLC
21 September 2021
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE,
NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER MIGHT BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
21 September 2021
Statement in response to media speculation
The Board of Entain plc ("Entain" or the "Company") notes the
recent media speculation.
The Board of Entain confirms that it has received a proposal
from DraftKings to acquire Entain, the consideration for which
would include a combination of DraftKings stock and cash.
There can be no certainty that any offer will be made for the
Company, nor as to the terms on which any such offer may be
made.
A further announcement will be made as and when appropriate.
Shareholders are urged to take no action at this time.
Any offer for Entain is governed by the City Code on Takeovers
and Mergers. Under Rule 2.6(a) of the Code, DraftKings must by not
later than 5.00 p.m. on 19 October 2021 either announce a firm
intention to make an offer for Entain in accordance with Rule 2.7
of the Code or announce that it does not intend to make an offer,
in which case the announcement will be treated as a statement to
which Rule 2.8 of the Code applies. This deadline will only be
extended with the consent of the Panel in accordance with Rule
2.6(c) of the Code.
This announcement has been made without the consent of
DraftKings.
Contact Details:
Entain plc
David Lloyd-Seed, Group Director of Investor Relations &
Corporate Communications
Tel: +44 (0) 203 938 0000
investors@Entaingroup.com
Deutsche Bank (Joint Financial Adviser and Corporate Broker to
Entain)
Gavin Deane
Mathew Mathew
Charles Wilkinson
Tel: +44 (0) 20 7545 8000
Morgan Stanley (Joint Financial Adviser and Corporate Broker to
Entain)
Laurence Hopkins
Tom Perry
Richard Brown
Tel: +44 (0) 20 7425 8000
Powerscourt
Rory Godson / Rob Greening
Tel: +44 (0) 20 7250 1446
Entain@powerscourt-group.com
LEI: 213800GNI3K45LQR8L28
About Entain plc
Entain plc (LSE: ENT) is a FTSE100 company and is one of the
world's largest sports-betting and gaming groups, operating both
online and in the retail sector. The Group owns a comprehensive
portfolio of established brands; Sports Brands include bwin,
Bet.pt, Coral, Crystalbet, Eurobet, Ladbrokes, Neds and
Sportingbet; Gaming Brands include CasinoClub, Foxy Bingo, Gala,
Gioco Digitale, Ninja Casino, Optibet, partypoker and PartyCasino.
The Group owns proprietary technology across all its core product
verticals and in addition to its B2C operations provides services
to a number of third-party customers on a B2B basis. The Group has
also entered into a joint-venture with MGM Resorts to capitalise on
the sports betting and gaming opportunity in the US, through
BetMGM. Entain provides the technology which powers BetMGM and
exclusive games and products, specially developed at its in-house
gaming studios. The Group is tax resident in the UK with licenses
in a total of 27 regulated markets. Entain is a leader in ESG, a
member of FTSE4Good, the DJSI and is AA rated by MSCI. The Group
has set an SBT, committing to be carbon net zero by 2035 and
through the Entain Foundation supports a variety of initiatives,
focusing on safer gambling, grassroots sport, diversity in
technology and community projects.
For more information see the Group's website:
www.Entaingroup.com
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the business day following
the date of the relevant dealing. If two or more persons act
together pursuant to an agreement or understanding whether formal
or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purposes of Rule
8.3.2. Opening Position Disclosures must also be made by the
offeree company and by any offeror and Dealing Disclosures must
also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, Entain confirms that,
as at the date of this announcement, it has 585,591,361 ordinary
shares of EUR0.01 each in issue and admitted to trading on the
London Stock Exchange. The ISIN is IM00B5VQMV65.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.Entaingroup.com. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement. The person
responsible for arranging for the release of this announcement on
behalf of Entain is Emily Carey (Company Secretary).
Entain Shareholders may request a hard copy of this announcement
by contacting Link Asset Services during business hours on 0871 664
0300 from within the UK or +44 (0)371 664 0300 if calling from
outside the UK or by submitting a request in writing to Link Asset
Services at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3
4TU. If you have received this announcement in electronic form,
copies of this announcement and any document or information
incorporated by reference into this document will not be provided
unless such a request is made.
Please be aware that addresses, electronic addresses and certain
other information provided by Entain Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Entain may be provided to DraftKings during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11.
Important notices
Deutsche Bank is authorised and regulated by the European
Central Bank and the German Federal Financial Supervisory Authority
(BaFin). With respect to activities undertaken in the UK, Deutsche
Bank is authorised by the Prudential Regulation Authority with
deemed variation of permission. It is subject to regulation by the
Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. The nature and extent of client
protections may differ from those for firms based in the UK.
Details about the Temporary Permissions Regime, which allows
EEA-based firms to operate in the UK for a limited period while
seeking full authorisation, are available on the Financial Conduct
Authority's website. Neither Deutsche Bank nor any of its
subsidiaries, branches or affiliates will be responsible to any
person other than Entain for providing any of the protections
afforded to clients of Deutsche Bank nor for providing advice in
relation to any matters referred to in this announcement. Neither
Deutsche Bank nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a
client of Deutsche Bank in connection with this announcement,
any statement contained herein, or otherwise. Deutsche Bank, acting
through its London branch, is acting as financial adviser and joint
corporate broker to Entain and no other person in connection with
the contents of this announcement.
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK is acting as joint financial adviser
and corporate broker exclusively for Entain and no one else in
connection with the matters set out in this announcement. In
connection with such matters, Morgan Stanley, its affiliates and
their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to
the contents of this announcement or any other matter referred to
herein.
This announcement is not intended to and does not constitute an
offer to buy or the solicitation of an offer to subscribe for or
sell or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction. In particular,
this announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy, DraftKings Shares or any other
securities into the United States, Canada, Australia, or Japan or
in any jurisdiction to whom in which such an offer or solicitation
is unlawful. The DraftKings Shares referred to herein may not be
offered or sold in the United States unless registered under the US
Securities Act of 1933, as amended ("US Securities Act") or offered
in a transaction exempt from, or not subject to, the registration
requirements of the US Securities Act. The release, publication or
distribution of this announcement in whole or in part, directly or
indirectly, in, into or from certain jurisdictions may be
restricted by law and therefore persons in such jurisdictions
should inform themselves about and observe such restrictions.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, DraftKings or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Entain Shares outside
the United States, other than pursuant to the Offer, before or
during the period in which the Offer, if made, remains open for
acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website,
www.londonstockexchange.com.
Forward-looking statements
This document contains certain statements that are
forward-looking statements. They appear in a number of places
throughout this document and include statements regarding our
intentions, beliefs or current expectations and those of our
officers, directors and employees concerning, amongst other things,
results of our operations, financial condition, liquidity,
prospects, growth, strategies and the business we operate. These
forward-looking statements include all matters that are not
historical facts. By their nature, these statements involve risks
and uncertainties since future events and circumstances can cause
results and developments to differ materially from those
anticipated. Any such forward-looking statements reflect knowledge
and information available at the date of preparation of this
document. Other than in accordance with its legal or regulatory
obligations (including under the Market Abuse Regulation
(596/2014), the Listing Rules, the Disclosure Guidance and
Transparency Rules and the Prospectus Rules), the Company
undertakes no obligation to update or revise any such
forward-looking statements. Nothing in this document should be
construed as a profit forecast or profit estimate. The Company and
its directors accept no liability to third parties in respect of
this document save as would arise under English law.
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END
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