REG - Entain PLC - Pricing of €500 million Senior Secured Notes

EntainAnnouncement

13/11/2025 07:00

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RNS Number : 3210H  Entain PLC  13 November 2025

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INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF ENTAIN PLC.

 

13 November 2025

Entain plc

Pricing of €500 million Senior Secured Notes due 2031

Entain plc (LSE: ENT), the global sports betting and gaming group ("Entain" or
the "Group"), announces that it has successfully priced its offering (the
"Offering") of €500 million in aggregate principal amount of 4.875% senior
secured notes due 2031 (the "Notes).

The Offering's net proceeds are expected to be used to repay, in part, amounts
outstanding under the Group's existing euro-denominated Term Loan B credit
facilities.

The Notes are expected to be issued on or about 24 November 2025, subject to
customary conditions precedent. The Notes are expected to be listed and
admitted to trading on the Official List of The International Stock Exchange.

Enquiries:

 Investor Relations - Entain plc        investors@entaingroup.com (mailto:investors@entaingroup.com)
 Media - Entain plc                     media@entaingroup.com (mailto:media@entaingroup.com)
 Sodali & Co                            Tel: +44 (0) 20 7250 1446

 Rob Greening/Russ Lynch/Sam Austrums   entain@sodali. (mailto:entain@sodali.com) com (mailto:entain@sodali.com)

 

Important notices

This announcement does not constitute or form part of, and should not be
construed as, an offer or invitation to subscribe for, underwrite or otherwise
acquire, any securities, including any securities of Entain or any subsidiary
or affiliate related to Entain, nor should it form the basis of, or be relied
upon in connection with, any contract or commitment to purchase or subscribe
for any securities of Entain or otherwise. Any offer of debt securities of
Entain will be made by means of an offering memorandum that will contain
detailed information about the issuer and its management, risks as well as
financial statements. Any person considering the purchase of any debt
securities of Entain or any subsidiary or affiliate related to Entain must
inform themself independently based solely on such offering memorandum
(including any supplement thereto) and advice from its own legal, accounting
and tax advisers as it deems relevant.

This announcement is for informational purposes only and is directed only at
non-U.S. persons (as defined under Regulation S of the U.S. Securities Act)
who are located outside the United States. This announcement does not
constitute an offer to sell or the solicitation of an offer to buy the Notes
or any other security and shall not constitute an offer, solicitation or sale
in the United States or in any jurisdiction in which, or to any persons to
whom, such offering, solicitation or sale would be unlawful. The Notes and the
related guarantees have not been, and will not be, registered under the U.S.
Securities Act or the securities laws of any state of the United States or any
other jurisdiction and the Notes may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons, except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable state or local
securities laws. Accordingly, the Notes and the related guarantees are being
offered and sold in "offshore transactions" to non-U.S. persons outside the
United States in accordance with Regulation S under the U.S. Securities Act.
There is no assurance that the offering of the Notes will be completed or, if
completed, as to the terms on which it will be completed.

This release relates to the disclosure of information that qualified or may
have qualified as inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 as it forms part of English law by
virtue of the European Union (Withdrawal) Act 2018 (as amended, "UK MAR")
encompassing information relating to Entain.

This announcement has been prepared on the basis that any offer of the Notes
in any Member State of the European Economic Area (the "EEA") will be made
pursuant to an exemption under the Prospectus Regulation from the requirement
to publish an Offering Circular for offering of the Notes. The expression
"Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or
superseded).

The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, "retail investor" means a person who
is one (or more) of the following: (a) "retail client" as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (b)
a customer within the meaning of Directive (EU) 2016/97, where that customer
would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation.

This announcement has been prepared on the basis that any offer of the Notes
in the United Kingdom will be made pursuant to an exemption under the UK
Prospectus Regulation from the requirement to publish an Offering Circular for
offering of the Notes. The expression "UK Prospectus Regulation" means
Regulation (EU) 2017/1129, as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act ("EUWA").

This announcement is directed only at persons who: (i) are outside the United
Kingdom; (ii) have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Financial Promotion
Order"); (iii) are persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations etc." of the Financial Promotion
Order, or (iv) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the Financial
Services and Markets Act 2000 (as amended) ("FMSA") in connection with the
issue or sale of any Notes may otherwise lawfully be communicated or caused to
be communicated (all such persons together being referred to as "relevant
persons"). This announcement must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this
announcement relates is available only to relevant persons and will be engaged
in only with relevant persons.

The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom. For these purposes, "retail investor" means a
person who is one (or more) of the following: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the EUWA; or (ii) a customer within the meaning of
the provisions of the FSMA and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
Consequently, no key information document required by the PRIIPs Regulation as
it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the United Kingdom has been prepared and
therefore offering or selling the Notes or otherwise making them available to
any retail investor in the United Kingdom may be unlawful under the UK PRIIPs
Regulation.

The distribution of this press release into certain jurisdictions may be
restricted by law. Persons into whose possession this announcement comes
should inform themselves about and observe any such restrictions. Any failure
to comply with these restrictions may constitute a violation of the laws of
any such jurisdiction.

Certain statements made in this announcement are "forward-looking" statements
within the meaning of applicable securities laws. Any such projections or
statements are based on current expectations and assumptions and are subject
to a number of risks and uncertainties that could cause actual events or
results to differ materially from any expected future events or results
expressed or implied in these forward-looking statements. Persons receiving
this announcement should not place undue reliance on forward-looking
statements. The forward-looking statements and information contained in this
announcement are made as of the date hereof and Entain and its affiliates, and
any of its or their respective directors, officers, partners, employees,
advisers or agents (collectively, "Representatives") undertake no obligation
to update publicly or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise, unless so
required by applicable securities laws.

This announcement is being issued by and is the sole responsibility of Entain.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by or on behalf of, Entain (apart from the responsibilities or liabilities
that may be imposed by the FSMA or the regulatory regime established
thereunder) or by its affiliates or any of its Representatives as to, or in
relation to, the accuracy, adequacy, fairness or completeness of this
announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers or any other
statement made or purported to be made by or on behalf of Entain or any of its
affiliates or any of its Representatives in connection with Entain and any
responsibility and liability whether arising in tort, contract or otherwise
therefore is expressly disclaimed.

 

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 BetCity, bwin, Coral, Crystalbet, Eurobet, Ladbrokes, Neds,
Sportingbet, Sports Interaction, STS and SuperSport; Gaming brands include
Foxy Bingo, Gala, GiocoDigitale, Ninja Casino, Optibet, Partypoker and
PartyCasino. The Group operates the TAB NZ brand as part of a long-term
strategic partnership with TAB New Zealand. 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 a 50/50 joint venture, BetMGM, a leader in sports betting and
iGaming in the US. Entain provides the technology and capabilities which power
BetMGM as well as exclusive games and products, specially developed at its
in-house gaming studios. The Group is tax resident in the UK and is the only
global operator to exclusively operate in domestically regulated or regulating
markets operating in over 30 territories.

Entain is a leader in ESG, a member of FTSE4Good, the DJSI and is AAA rated by
MSCI. For more information see the Group's website: www.entaingroup.com
(http://www.entaingroup.com/) .

LEI: 213800GNI3K45LQR8L28

 

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