Entain plc (LON:ENT), the global sports-betting, gaming and interactive entertainment group, has announced the successful completion of the non-pre-emptive placing of new ordinary shares in the capital of the Company announced on 13 June 2023.
A total of 48,294,478 new ordinary shares of €0.01 each in the capital of the Company have been placed by Merrill Lynch International and Morgan Stanley & Co. International plc who are acting as joint global co-ordinators and bookrunners at a price of £12.30 per Placing Share. Banco Santander, S.A. is also acting as a co-manager in connection with the Placing.
Concurrently with the Placing, retail investors have subscribed in the offer made by the Company via the PrimaryBid platform for a total of 486,010 new ordinary shares in the capital of the Company at the Placing Price.
The Placing and the Retail Offer together raised gross proceeds of approximately £600 million.
The net proceeds of the Placing and Retail Offer will be used to partly fund the acquisition of STS Holding S.A. and the remainder will be used to fund further near-term acquisitions.
The Placing Price of £12.30 represents a discount of approximately 6.9 per cent to the closing share price of £13.22 on 13 June 2023. The Placing Shares and the Retail Offer Shares being issued represent 8.3 per cent of the issued ordinary share capital of the Company immediately prior to the Placing and the Retail Offer.
The Company consulted with a number of its major institutional shareholders prior to the Placing and has respected the principles of pre-emption through the allocation process insofar as possible. The Company is pleased by the strong support it has received from new and existing shareholders.
Applications have been made to the Financial Conduct Authority (the “FCA”) and London Stock Exchange plc respectively for the admission of the Placing Shares and the Retail Offer Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE. It is expected that Admission and settlement of the Placing Shares and the Retail Offer Shares will become effective on or before 8.00 a.m. on 16 June 2023. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Company and the Banks (the “Placing Agreement”) not being terminated in accordance with its terms prior to Admission.
The Placing Shares and the Retail Offer Shares will, when issued, be fully paid and rank pari passu in all respects with the existing ordinary shares of €0.01 in the capital of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Following the Placing, the Company shall be subject to a lock-up for a period of 90 days following the date of the Placing Agreement, subject to waiver by the Bookrunners and certain customary carve-outs agreed between the Bookrunners and the Company.
Following Admission, the total number of shares in issue in Entain will be 637,643,878 ordinary shares. Therefore, following Admission, the total number of voting rights in Entain will be 637,643,878. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure Guidance and Transparency Rules of the FCA.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the “Important Notices” section of this Announcement.
The person responsible for arranging release of this Announcement on behalf of Entain is Simon Zinger (General Counsel).
Pre-Emption Group Reporting
The Placing is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).
| Name of Issuer | Entain plc |
| Transaction details | In aggregate, the Placing and the Retail Offer of 48,780,488 ordinary shares represents approximately 8.3% of the Company’s issued ordinary share capital. Settlement for the Placing Shares and Retail Offer Shares and Admission are expected to take place on or before 8.00 a.m. on 16 June 2023. |
| Use of proceeds | The net proceeds of the Placing and the Retail Offer will be used to partly fund the acquisition of STS Holding S.A. (“STS”) and the remainder will be used to fund further near-term acquisitions. |
| Quantum of proceeds | In aggregate, the Placing and the Retail Offer represent gross proceeds of approximately £600 million and net proceeds of approximately £591 million. |
| Discount | The Placing Price of £12.30 pence represents a discount of 6.9 per cent to the closing share price of £13.22 pence on 13 June 2023. |
| Allocations | Soft pre-emption has been adhered to in the allocations process. Management was involved in the allocations process, which has been carried out in compliance with the MIFID II Allocation requirements. |
| Consultation | The Bookrunners undertook a pre-launch wall-crossing process, including consultation with major shareholders, to the extent reasonably practicable and permitted by law. |
| Retail Investors | Entain launched the Retail Offer, for a total of 486,010 Retail Offer Shares, via the PrimaryBid platform, alongside the Placing. Retail investors, who participated in the Retail Offer, were able to do so at the same Placing Price as all other investors participating in the Placing. The Retail Offer was made available to existing shareholders. Investors were able to participate through PrimaryBid’s platform via its partner network (covering 60+ FCA registered intermediaries) and through PrimaryBid’s free-to-use direct channel. Investors had the ability to participate in this transaction through ISAs and SIPPs, as well as General Investment Accounts (GIAs). This combination of participation routes meant that, to the extent practicable on the transaction timetable, eligible UK retail investors had the opportunity to participate alongside institutional investors. |
