01—Abstract
Summary
Summary of the 8-K filed April 10, 2024. Cited figures are marked; the original filing is the authoritative source.
Flutter Entertainment plc filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish two Regulatory News Service announcements released in London on April 10, 2024.
Both announcements concern Standard Form TR-1 notifications of major holdings submitted to the company, and were made to comply with the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules. The filing contains no financial results, guidance, or operational updates. Both notifications concern Bank of America Corporation, with the 3%a threshold crossed in each case.
In the first notification (Exhibit 99.1), the threshold was crossed on April 4, 2024 and the issuer notified on April 8, 2024. The resulting position was 0.067%b of voting rights attached to shares, 2.951% through financial instruments, and 3.017% in total, based on 177,445,195 voting rights in issue. In the second notification (Exhibit 99.2), the threshold was crossed on April 5, 2024 and the issuer notified on April 9, 2024.
The resulting total position was 2.810%c, comprising 0.068% in shares and 2.742% through financial instruments, compared with the previous notification's 3.017%. The filing shows that the reported holdings are largely financial instruments, including physical swaps and cash-settled swaps with expiration dates ranging from April 2024 to February 2029. The filing does not state the reasons for these positions or any intentions of the holder.
02—Key points
Key Highlights
- Two RNS announcements dated April 10, 2024 were furnished as Exhibits 99.1 and 99.2 under Item 7.01 (Regulation FD Disclosure).
- Both notifications relate to Bank of America Corporation crossing the 3% notifiable threshold in Flutter Entertainment plc.
- Exhibit 99.1 (threshold crossed April 4, 2024) reports a total position of 3.017%, of which 0.067% is voting rights attached to shares and 2.951% is through financial instruments.
- Exhibit 99.2 (threshold crossed April 5, 2024) reports a total position of 2.810%, down from the previous notification's 3.017%, with 0.068% in shares and 2.742% through financial instruments.
- The notifications state 177,445,195 total voting rights in issue, a figure used as the denominator for the reported percentages.
- The filing reports physical swaps (1,132,077 voting rights, 0.638%) and cash-settled swaps (3,734,089 voting rights, 2.104% in Exhibit 99.2) as the bulk of the holdings.
- The disclosures were made under the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules, and the filing contains no financial results or guidance.
03—Questions
Frequently Asked Questions
What is the purpose of this 8-K filing?
The filing furnishes two Regulatory News Service announcements from April 10, 2024, which report Standard Form TR-1 notifications of major holdings submitted to Flutter Entertainment plc. The company made these disclosures to comply with the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Who is the shareholder reported in these notifications?
Both notifications name Bank of America Corporation as the person subject to the notification obligation. The filing lists multiple affiliated entities in the chain of controlled undertakings, including Merrill Lynch entities, BofA Securities, Inc., and Bank of America, National Association.
How did Bank of America's reported position change between the two notifications?
The first notification (Exhibit 99.1) reports a total position of 3.017%, comprising 0.067% in shares and 2.951% through financial instruments. The second notification (Exhibit 99.2) reports a total of 2.810%, comprising 0.068% in shares and 2.742% through financial instruments, and lists 3.017% as the previous notification's position.
What types of financial instruments are reported?
Exhibit 99.1 reports a physical swap of 1,132,077 voting rights (0.638%) and a series of cash-settled swaps with similar economic effect, with expiration dates from April 2024 to February 2029. Exhibit 99.2 reports physical swaps with expiration dates from April to September 2024, and cash-settled swaps with a subtotal of 3,734,089 voting rights (2.104%).
04—Continue