REG - Entain PLC - PrimaryBid Offer

EntainAnnouncement

13/06/2023 17:15

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RNS Number : 5978C  Entain PLC  13 June 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA,
JAPAN OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

THIS ANNOUNCEMENT IS FOR INFORMATIONAL 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.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

 

13 June 2023

 

Entain plc

PrimaryBid Offer

●    Entain plc (LSE: ENT), the global sports-betting, gaming and
interactive entertainment group ("Entain", the "Company" and, together with
its subsidiaries, the "Group"), announces a conditional offer for subscription
of new Ordinary Shares via PrimaryBid (https://primarybid.com/uk/investors) ;

●    The issue price for the new Ordinary Shares will be determined at
the close of the bookbuilding process;

●    Investors can access the PrimaryBid Offer through PrimaryBid's
website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=elizabeth)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=elizabeth)
;

●    Investors may also be able to take part through PrimaryBid's
extensive network of retail brokers, wealth managers and investment platforms,
subject to their participation;

●  Applications for new Ordinary Shares through these partners can be made
from tax efficient savings vehicles such as ISAs or SIPPs, as well as General
Investment Accounts (GIAs);

●    The PrimaryBid Offer is available to existing shareholders only;

●    The issue price for the new Ordinary Shares will be equal to the
Placing Price;

●    There is a minimum subscription of £250 per investor in the
PrimaryBid Offer;

●    No commission will be charged by PrimaryBid on applications to the
PrimaryBid Offer.

PrimaryBid Offer

The Company is conducting a placing of new Ordinary Shares by way of an
accelerated bookbuilding process (the "Placing") as announced earlier today.
The issue price of the new Ordinary Shares to be issued pursuant to the
PrimaryBid Offer and the Placing will be determined following the close of the
bookbuilding process (the "Placing Price").

The PrimaryBid Offer is conditional on the new Ordinary Shares to be issued
pursuant to the PrimaryBid Offer and the Placing being admitted to the premium
listing segment of the Official List of the Financial Conduct Authority and
admitted to trading on the main market for listed securities of London Stock
Exchange plc ("Admission"). Admission is expected to take place at 8.00 a.m.
on 16 June 2023. The PrimaryBid Offer will not be completed without the
Placing also being completed.

Entain has separately announced today that Entain CEE, Entain's venture in
Central and Eastern Europe with EMMA Capital, is launching a tender offer to
acquire 100% of STS Holding S.A., a sports-betting operator in Poland listed
on the Warsaw Stock Exchange (WSE:STH) (the "Acquisition"). The net cash
consideration of the Acquisition payable by Entain is expected to be
approximately £450m. The Company will use the remaining £150m of the
expected £600m proceeds of the Placing and the PrimaryBid Offer to fund
further near-term acquisitions.

The Placing and PrimaryBid Offer are not conditional on completion of the
Acquisition and should the Acquisition not complete, the Group will retain the
net proceeds of the Placing and the PrimaryBid Offer. In such circumstances,
the proceeds would be used to pursue the Group's broader strategy through
ongoing investment in both organic and inorganic opportunities.

Reason for the PrimaryBid Offer

While the Placing has been structured as a non-pre-emptive offer within the
Company's existing authorities from shareholders for non-pre-emptive offers so
as to minimise cost and time to completion, the Company values its retail
investor base and is therefore pleased to provide retail investors with the
opportunity to participate in the PrimaryBid Offer in line with the
Pre-Emption Group guidelines.

The PrimaryBid Offer is open to existing shareholders only. Investors can
access the PrimaryBid Offer through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=elizabeth)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=elizabeth)
. Investors may also be able to take part through PrimaryBid's extensive
partner network of investment platforms, retail brokers and wealth managers,
subject to their participation. Applications for new Ordinary Shares through
these partners can be made from tax efficient savings vehicles such as ISAs or
SIPPs, as well as GIAs. The PrimaryBid app is available on the UK Apple App
Store and Google Play Store.

After consideration of the various options available to it, the Company
believes that the separate PrimaryBid Offer is in the best interests of
shareholders, as well as wider stakeholders in the Company.

The PrimaryBid Offer will open to existing shareholders resident and
physically located in the United Kingdom following the release of this
Announcement. The PrimaryBid Offer is expected to close at the same time as
the Placing. The PrimaryBid Offer may close early if it is oversubscribed.

The PrimaryBid Offer is not being made into the United States, Australia,
Canada, the Republic of South Africa, Japan or any other jurisdiction where it
would be unlawful to do so. In particular, the PrimaryBid Offer is being made
only to persons who are, and at the time Ordinary Shares via the PrimaryBid
Offer are subscribed for, will be outside the United States and subscribing
for such Ordinary Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the U.S Securities Act of 1933, as
amended. Persons who are resident or otherwise located in the United States
will not be eligible to register for participation in the PrimaryBid Offer or
subscribe for any Ordinary Shares via the PrimaryBid Offer.

There is a minimum subscription amount of £250 per investor in the PrimaryBid
Offer.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the PrimaryBid Offer without giving any reason for such
rejection.

Investors who apply for new Ordinary Shares through PrimaryBid's website or
PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It
is vital to note that once an application for new Ordinary Shares has been
made and accepted via PrimaryBid, an application cannot be withdrawn.

Investors wishing to apply for new Ordinary Shares through their investment
platform, retail broker or wealth manager using their ISA, SIPP or GIA should
contact them for details of the process and any relevant fees or charges.

The new Ordinary Shares to be issued pursuant to the PrimaryBid Offer will be
issued free of all liens, charges and encumbrances and will, when issued and
fully paid, rank pari passu in all respects with the new Ordinary Shares to
be issued pursuant to the Placing and the Company's existing Ordinary Shares.

For further information on PrimaryBid or the PrimaryBid Offer
visit www.PrimaryBid.com (http://www.primarybid.com/) or email PrimaryBid at
enquiries@primarybid.com (http://enquiries@primarybid.com) . The terms and
conditions on which the PrimaryBid Offer is made, including the procedure for
application and payment for new Ordinary Shares, are available to all persons
who register with PrimaryBid.

Brokers wishing to offer their customers access to the PrimaryBid Offer and
future PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

Contact details

 Entain plc
 Investor Relations - Entain plc                           investors@entaingroup.com (mailto:investors@entaingroup.com)

David Lloyd-Seed, Chief IR & Communications Officer

 Davina Hobbs, Head of Investor Relations

 Aimee Remey, VP US Investor Relations

 Callum Sims, IR Manager

 Media - Entain plc                                        media@entaingroup.com (mailto:media@entaingroup.com)

 Lisa Attenborough, Head of Corporate Communications

 Jay Dossetter, Head of Corporate PR

 Jodie Hitch, PR Manager

 PrimaryBid Limited                                        enquiries@primarybid.com (mailto:enquiries@primarybid.com)

 Nick Smith/James Deal

 Media - Powerscourt                                       entain@powerscourt-group.com (mailto:entain@powerscourt-group.com)

 Rory Godson / Rob Greening / Sam Austrums

 Tel: +44 (0) 20 7250 1446

Important notices

It is a term of the PrimaryBid Offer that the total value of the Ordinary
Shares available for subscription in the PrimaryBid Offer at the Placing Price
does not exceed €8,000,000 equivalent (approximately £6.86 million).
Accordingly, the Company is not required to publish, and has not published, a
prospectus in connection with the PrimaryBid Offer as it falls within the
exemption set out in section 86(1)(e) and 86(4) of FSMA.

The PrimaryBid Offer is offered under the exemptions from the requirement to
publish a prospectus in the United Kingdom under the FCA's Prospectus
Regulation Rules. As such, there is no requirement for publication of
a prospectus pursuant to the Prospectus Regulation Rules in connection with
the PrimaryBid Offer, or for approval of the same by the Financial Conduct
Authority (as competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union (Withdrawal) Act
2018).

The PrimaryBid Offer is not being made into the United States, Australia,
Canada, the Republic of South Africa, Japan or any other jurisdiction where it
would be unlawful to do so.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered or sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly in, into
or within the United States absent registration under the U.S. Securities Act,
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in compliance with
any applicable securities laws of any state or any other jurisdiction of the
United States. The PrimaryBid Offer is not available to persons in the United
States. The securities referred to herein have not been approved, disapproved
or recommended by the U.S. Securities and Exchange Commission, any states
securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the securities referred to herein. No public
offering of securities is being made in the United States. No money,
securities or other consideration from any person inside the United States is
being solicited and, if sent in response to the information contained in this
Announcement, will not be accepted.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into Australia, Canada, the Republic of South Africa, Japan
or any other jurisdiction in which such publication, release or distribution
would be unlawful. Further, this Announcement is for information purposes only
and is not an offer of securities in any jurisdiction.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com
(https://primarybidassets.s3.eu-west-2.amazonaws.com/4e207bed-5082-4e34-a70b-faf3238f5695.pdf)
and the PrimaryBid app before making a decision to subscribe for new Ordinary
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the new Ordinary Shares if they
are in any doubt.

This information is provided by RNS, the news service of the London Stock
Exchange. RNS is approved by the Financial Conduct Authority to act as a
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relating to the use and distribution of this information may apply. For
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visit www.rns.com (http://www.rns.com/) .

 

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