Report of Foreign Issuer (6-k)
07 Maio 2020 - 4:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: May 2020
Commission File Number: 001-37403
FLUTTER ENTERTAINMENT PLC
(Translation of registrant’s name
into English)
Belfield Office Park, Beech Hill Road,
Clonskeagh, Dublin 4, D04 V97Z
Ireland
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form
40-F x
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
The all-share combination by way of a plan
of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) of The Stars Group Inc. (“The
Stars Group”) with Flutter Entertainment plc (“Flutter”) was implemented on May 5, 2020 through an acquisition
of all of the issued and outstanding common shares of The Stars Group (“Common Shares”) by Flutter in exchange for
ordinary shares of Flutter (“Flutter Shares”). The Flutter Shares issued pursuant to the Arrangement were issued in
reliance upon the exemption from the registration requirements of the Securities Act of 1933 provided by Section 3(a)(10) thereof
on the basis of the approval of the Ontario Superior Court of Justice (Commercial List). As a result of the Arrangement, Flutter
became the holder of all of the Common Shares and is submitting this Form 6-K to establish itself, pursuant to Rule 12g-3 of the
Securities Exchange Act of 1934, as the successor issuer to The Stars Group.
The Common Shares were delisted from the Nasdaq Global Select Market following the close of trading on May 4, 2020 and Flutter (as successor
to The Stars Group) will seek to deregister with the Securities and Exchange Commission and terminate its reporting obligations
under the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: May 7, 2020
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Flutter Entertainment plc
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By:
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/s/ Gary McCann
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Name:
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Gary McCann
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Title:
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Chairman
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