TIDMFLTR
RNS Number : 4792H
Flutter Entertainment PLC
03 December 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE
OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE SECTION OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
3 December 2020
Flutter Entertainment plc
("Flutter" or the "Company" or the "Group")
Accelerated acquisition of 37.2% of the issued and outstanding
units of FanDuel Group Parent LLC ("FanDuel") from Fastball
Holdings LLC ("Fastball")
Flutter, the leading global sports betting and gaming group,
today announces that it has entered into a conditional agreement to
acquire the entire 37.2% interest in FanDuel which is currently
held by Fastball for USD$4.175bn (GBPGBP3.131bn(1) ) (the
"Transaction").
The Transaction is conditional on Flutter shareholder approval.
A circular will be posted to shareholders in due course to convene
an extraordinary general meeting, which is expected to take place
prior to the end of December 2020.
Key Highlights:
-- Accelerates buy-out of minority investors in US market
leader, taking Flutter's stake in FanDuel from 57.8% to 95%
-- Materially increases exposure to US market, the most attractive sector opportunity today
-- Takes opportunity to secure stake in FanDuel at a discount to
the intrinsic fair value, as well as a discount to its closest
peer(2)
-- Discount to fair market value reflects a number of factors,
including Fastball's minority position in FanDuel, the provision of
price certainty and liquidity to Fastball as well as allowing it to
expedite the payment it receives for its full stake
-- Removes considerable uncertainty with respect to buyout obligations of Fastball's stake
-- Simplifies stakeholder arrangements, increasing Flutter's
flexibility to optimise US structure over time
-- Terminates Fastball's economic interest in FOX Bet
-- Consideration for the Transaction is expected to be satisfied
through a combination of $ 2.088 bn in cash and the issue of
approximately 11.7m new Flutter ordinary shares directly to
Fastball. The cash element will be funded through cash on balance
sheet and an equity placing to raise approximately GBP 1.1 bn. The
terms of the Placing were announced separately today
-- Following completion of the Transaction, the Group expects
financial leverage at the end of 2020 to be less than 3.0x Adjusted
EBITDA, with the Group's medium-term leverage target of 1.0x-2.0x
retained
Commenting on the Transaction, Peter Jackson, Flutter Chief
Executive, said
"Flutter's initial acquisition of a controlling stake in FanDuel
in 2018 has been transformational for the shape of the Group. Our
number one position in the crucial US market is built on many of
the assets we acquired through that transaction, supported by the
broader Group's capabilities. Our intention has always been to
increase our stake in the business and I'm delighted to be able to
do so earlier than originally planned and at a discount to its
closest peer.(2)
I would like to take this opportunity to thank our partners in
Fastball for their tremendous support over the last 2 1/2 years and
for their ongoing commitment to Flutter as soon-to-be shareholders
in the wider Group. We look forward to continuing to grow our US
business, alongside our key media partner FOX, as further states
move to regulate sports betting and gaming."
Commenting on the Transaction, Lachlan Murdoch, Executive
Chairman and CEO of Fox Corporation said
"We are delighted to participate in this capital raising.
Maintaining our ownership stake in Flutter signifies our long-term
commitment to Flutter, and ongoing confidence in management's
ability to execute against the fast growing US opportunity. FOX's
audiences have proven to be highly engaged with free to play and
wagering content, and we are excited to offer them access to
products from Flutter's market leading stable of US brands."
Analyst and Investor Presentations
The Group will host an analyst and investor conference call this
afternoon at 2:00pm (IST/GMT). Participants must register at the
link provided below to obtain the relevant dial in details
https://cossprereg.btci.com/prereg/key.process?key=PBYD9RPGQ
A replay facility will also be available on our corporate
website: https://www.Flutter.com/investors
For further information on the Announcement, please contact:
Flutter Entertainment plc
Jonathan Hill, Chief Financial Officer
David Jennings, Group Director of Investor
Relations and FP&A + 353 87 951 3560
Ciara O'Mullane, Investor Relations + 353 87 947 7862
Liam Kealy, Investor Relations + 353 87 665 2014
Press:
Fi Thorne, Corporate Affairs + 44 75 2111 4787
Lindsay Dunford, Corporate Affairs + 44 79 3197 2959
Davy (Joint Financial Adviser and Joint
Sponsor) +353 (0)1 679 6363
John Lydon
Brian Garrahy
Ronan Veale
Goldman Sachs International (Joint Financial
Adviser and Joint Sponsor) +44 (0) 20 7774 1000
Anthony Gutman
Charlie Lytle
Nick Harper
Jimmy Bastock
Drury Communications
Billy Murphy + 353 1 260 5000
Finsbury (Media Enquiries)
James Murgatroyd +44 (0) 77 6825 4911
Robert Allen +44 (0) 75 5444 1363
Moelis & Company LLC acted as exclusive financial advisor to
Fastball Holdings LLC.
Flutter Entertainment plc
("Flutter" or the "Company" or the "Group")
Accelerated acquisition of 37.2% of the issued and outstanding
units of FanDuel Group Parent LLC ("FanDuel") from Fastball
Holdings LLC ("Fastball")
1. Background
In May 2018, Flutter (then Paddy Power Betfair plc) announced
the acquisition of an initial controlling stake in FanDuel Ltd via
a cash investment of $158m and the transfer of its then existing US
assets (principally TVG and its New Jersey online casino) into a
newly merged US group. Following a subsequent market access deal
with Boyd Interactive Gaming LLC ("Boyd"), Flutter's stake in
FanDuel stood at 57.8%.
A mechanism was put in place to facilitate the sale of
Fastball's remaining 37.2% stake in FanDuel to Flutter in two
tranches in July 2021 and July 2023 at prevailing market
valuations. This mechanism contained constraints on the amount
Flutter could be obliged to pay to acquire the stake, potentially
leaving Fastball continuing to hold material levels of an illiquid
minority share in the business for an indefinite period. In
agreeing the terms of the Transaction we are announcing today,
Fastball is able to realise a considerable return on its original
investment in FanDuel while trading the discount for price
certainty, liquidity and an opportunity to expedite the payment it
receives for its full stake. From Flutter's perspective, today's
announcement accelerates the transfer of the minority stake at what
we believe to be a discount to the intrinsic fair value of the
business, taking into account the business's significant growth
opportunities, and at a discount to FanDuel's closest peer.(2)
2. Strategic rationale for Transaction
It increases exposure to the most attractive market opportunity
in the sector today
The ongoing regulation of online sports betting and gaming in
multiple states represents the single biggest market opportunity
for Flutter today. Since the repeal of the Professional and Amateur
Sports Act ("PASPA") in May 2018, the pace with which states have
legislated online sports betting, and in some cases online gaming,
has exceeded the Group's initial expectations.
The potential size of the US total addressable market ("TAM")
for online betting and gaming continues to grow. By the end of
2021, Flutter expects its online sports betting products to be
available in US states accounting for approximately one third of
the US population. Flutter expects its online gaming products to be
available in four states, equating to 11% of the US population. In
both cases, the roster of regulated states does not yet include any
of the four most populated states, namely California, Texas,
Florida or New York.
To put the full scale of the US opportunity into context for
Flutter, the states that we expect to be live in by the end of 2021
are expected to be worth c.$9.1bn in gross gaming revenue terms at
maturity.(3) This makes them almost as large as the regulated
online markets of the UK, Ireland and Australia combined.(4) Based
on the earnings guidance provided in the Group's Q3 trading
statement (11 November 2020), Flutter expects to generate online
EBITDA from these three regulated markets of over $1bn in 2020.
It is unclear at this point how many further states will
regulate online sports betting and gaming. Flutter estimates that
for each incremental 5% of the US population that is given access
to regulated sports-betting and regulated online gaming, the TAM
could increase by c.$850m and c.$1.3bn respectively.
It increases Flutter's share in the US market leader, a business
with key competitive advantages
FanDuel is the market leader in the US online gaming market
today. The business enjoys several key advantages over competitors.
These are:
(i) The FanDuel player database and brand which provide a
structural cost advantage in the acquisition of sportsbook/gaming
customers at scale
FanDuel has over 9.5 million customers nationally, providing the
business with an enthusiastic sports betting customer base.
Approximately 40% of all sportsbook customers acquired in the first
two years have come from the Daily Fantasy Sports ("DFS") database.
The ability to convert DFS players to sports betting at relatively
low cost means that FanDuel enjoys a structural cost advantage over
most competitors when it comes to sportsbook player acquisition at
scale.
In addition, the FanDuel brand has been built on the back of
cumulative marketing investment to date of over $0.8bn. Recent
investment has included long-term media partnerships with both
Turner Sports and Entercom, securing exclusive access to key media
assets and integrations at both a local and national level. Such
deals help to drive direct customer acquisition while the overall
strength of the brand brings two benefits; it means it enjoys
relatively high unaided brand awareness while it also makes FanDuel
a partner of choice for many market access partners.
(ii) The ability to leverage the wider Flutter Group to develop
market leading products that drive retention and improve customer
economics
Product leadership is vital for customer retention, which in
turn leads to better customer unit economics. Access to Flutter's
global risk and trading expertise (with a combined team of over 650
personnel) has afforded FanDuel product advantages such as the
number of in-play markets that it offers on various sports and the
roll-out of Flutter's Same Game Parlay (TM) products in the US. The
ability to leverage these products and technology infrastructure
has meant that FanDuel's sports betting app has been ranked the
best in the market.(5)
The retention benefit this leads to has clearly been evident
during 2020, with c.90% of sportsbook customers that were active on
the FanDuel platform in March (pre-suspension of major sport)
returning to play by October. The launch of the Group's proprietary
sports betting platform is now complete in West Virginia with
remaining states expected to follow in 2021. This internal
open-source platform, which is supported by over 3,600
technologists group-wide, will improve reliability and scalability
while giving FanDuel access to Flutter's "feature factory".
(iii) Greater product diversification and scale than competitors
which in turn fuels investment
FanDuel is the only operator to offer all four key product
verticals in the US, namely sports betting, DFS, gaming and online
horserace wagering. In addition, it has a presence in all 50 US
states through its free-to-play products while it takes real-money
play in 41 states. This is important because it (i) enables FanDuel
to monetise its customer base in a way many competitors cannot in
states that are yet to regulate sports betting and gaming, (ii)
leads to better customer economics given that the lifetime value of
multi-product customers exceeds that of single product customers;
and (iii) provides a funding stream for ongoing investment, with
the cash flow generated from our more mature US products (TVG and
DFS) supporting the growth in sports betting and gaming.
All of the factors above have contributed to FanDuel becoming
the online market leader in the US today with unrivalled online
scale and market share. Year-to-date FanDuel has acquired more than
800,000 customers(6) across all verticals. As disclosed in our Q3
trading statement on 11 November 2020, we now expect our US
business to generate over $850m in net revenue in 2020. This
represents year on year growth of 70%+ and exceeds the revenue
guidance of our next nearest online competitor in the US by over
50%. In 2020, Flutter expects contribution from the New Jersey
online sportsbook and gaming businesses combined to be more than
$40m. FanDuel's share of the online sport-betting market in Q3 was
43% while its share of the combined sports and gaming market was
24%.(7)
It secures the minority stake at an attractive valuation
The Transaction price of $4.175bn implies an enterprise value
for FanDuel of $11.2bn. This represents (i) a potentially valuable
opportunity in light of our own estimate of the intrinsic value of
the business, taking into account the business's significant growth
opportunities, and (ii) a discount to FanDuel's closest peer(2) ,
despite FanDuel being the market leader in the US market. This
discount reflects a number of factors, including Fastball's
minority position in FanDuel, the provision of price certainty and
liquidity to Fastball as well as allowing it to expedite the
payment it receives for its full stake.
It removes considerable uncertainty with respect to the
future
There has been significant volatility in the valuation multiples
within the US online gaming sector. The previously agreed mechanism
for transfer of the Fastball stake to Flutter would have involved
fair market valuations of FanDuel being conducted in 2021 and 2023,
with put and call options in place based on those valuations. The
Board has concluded that it is in the best interest of Flutter
shareholders to avail of the discount factors through this
alternative transaction now and thus remove pricing uncertainty in
acquiring Fastball's stake in FanDuel.
It simplifies US stakeholder arrangements, providing greater
future flexibility
The Transaction simplifies the Company's stakeholder
arrangements in the US by bringing Flutter to 95% ownership of
FanDuel, increasing Flutter's control over the direction of our US
operations.
The Transaction also simplifies the economic position in
relation to the FOX Bet business. As part of the combination
between Flutter and TSG, Fastball was granted an economic interest
in the FOX Bet business. This would have involved Fastball
receiving the equivalent of 11% in the uplift in the valuation of
FOX Bet between May 2020 and July 2023 (the "FOX Bet Value
Payment"). Pursuant to the terms of this Transaction, Fastball's
right to receive the FOX Bet Value Payment from Flutter is
terminated .
FanDuel's market access partner, Boyd, will continue to hold a
5% stake in FanDuel following completion of the Transaction.
Flutter intends to offer to FOX Sports the option to purchase 18.5%
of FanDuel at fair market value in July 2021, with substantively
the same terms and valuation mechanism that FOX Sports and Flutter
previously agreed would have applied to the Fastball put and call
options. No assurances can be provided whether and on what terms
any such transaction with FOX would take place.
3. Overview of the Transaction
Flutter has entered into an agreement (the "Purchase Agreement")
to acquire Fastball's entire 37.2% stake in FanDuel. Upon
completion, Flutter will own 95% of FanDuel and the balance of 5%
will continue to be held by Boyd. Fastball will also waive its
right to receive a payment for the increase in FOX Bet's market
value.
Under the terms of the Purchase Agreement, Flutter will satisfy
the $4.175bn / GBP3.131bn consideration by way of $ 2.088 bn of
cash and the issue of approximately 11.7m new Flutter shares
directly to Fastball (the "Consideration Shares") at a reference
price of GBP 133.50 calculated as a VWAP over the period 11
November to 27 November 2020.
The Purchase Agreement imposes certain "lock-up" restrictions on
Fastball's ability to distribute or transfer any Consideration
Shares it may receive in connection with the Transaction. From and
after 31 March 2021, Fastball would be permitted to distribute or
sell up to 20% of any Consideration Shares it may receive; from or
after 1 July 2021, Fastball would be permitted to distribute or
sell up to 50% of such Consideration Shares (inclusive of any
shares distributed or sold prior to 1 July 2021); and from and
after 31 December 2021, Fastball would be permitted to distribute
or sell up to 100% of such Consideration Shares.
Flutter shareholder approval
As Fastball owns approximately 37.2% of the units in FanDuel,
being a subsidiary of Flutter, Fastball is considered to be a
substantial shareholder of Flutter for the purpose of the listing
rules of the Financial Conduct Authority ("Listing Rules"). The
Transaction therefore constitutes a related party transaction for
Flutter and requires the approval of Flutter shareholders. In
addition, Matthew King is a director of FanDuel and a member of
Fastball, and is therefore a related party for the purposes of the
Transaction. Further, Ted Oberwager and Michael LaSalle are
directors of FanDuel and each own indirect interests in Fastball,
and are therefore also considered to be related parties for the
purposes of the Transaction.
A circular will be posted to shareholders to convene an
extraordinary general meeting which will be held in due course to
approve the Transaction. Subject to receipt of shareholder approval
and the satisfaction or waiver (as applicable) of other conditions
in the Purchase Agreement, the Transaction is expected to be
completed prior to the end of December 2020.
4. Financing the Transaction
Flutter intends to fund the cash element of the purchase price
through (i) cash on balance sheet, and (ii) an equity raise of
approximately GBP 1.1 bn through the placing of new ordinary shares
(the "Placing"). The remainder of the consideration payable will be
satisfied through the issue of the Consideration Shares.
The consideration financing mix takes into account Flutter's
focus on maintaining balance sheet strength and financial
flexibility. Assuming completion in 2020, leverage at the financial
year end is expected to be less than 3.0x Adjusted EBITDA. The
Board is satisfied that this is an appropriate level of additional
leverage to apply to Flutter, minimising shareholder dilution while
also maintaining balance sheet strength to fund appropriate
investment and growth opportunities for the Group. The Board is
confident that the highly cash generative nature of the Group will
bring it towards its leverage target of 1.0x-2.0x over the
medium-term. As previously stated, once leverage has returned to
this target range, the Board will re-examine the Group's dividend
policy.
A separate announcement has been issued in relation to the
Placing and a presentation containing further information relevant
to the Transaction and Placing has been made available on the
Company's website at https://www.Flutter.com/investors .
The person responsible for arranging release of this
Announcement on behalf of Flutter is Edward Traynor, Company
Secretary of Flutter.
Notes
(1) Assumed FX rate GBP1:$1.33
(2) Transaction price implies a FanDuel enterprise value of
$11.2bn; equates to a discount of over 40% to $20.3bn enterprise
value of DraftKings Inc. (as at 27 Nov 2020)
(3) Sources: Based on Eilers and Krejcik and Flutter internal
estimates. Assumes FanDuel will be live in 14 states in 2021 for
sports betting; Colorado, Illinois, Indiana, Iowa, Louisiana,
Maryland, Massachusetts, Michigan, New Jersey, Ohio, Pennsylvania,
Tennessee, Virginia and West Virginia. Assumes FanDuel will be live
in 4 states in 2021 for gaming: Michigan, New Jersey, Pennsylvania,
and West Virginia.
(4) The estimated size of the UK, Irish and Australian online
markets combined is $9.5bn. Source: Regulus and Flutter internal
estimates of online sportsbook and gaming market size. Combined
population 97m.
(5) Eilers and Krecjik survey of 16 sports betting apps in NJ,
October 2020
(6) Pro forma Flutter US division for 9 months ended 30
September 2020
(7) Source: Online sportsbook market share is the gross gaming
revenue ("GGR") market share of FanDuel for Q3 2020 in the states
in which FanDuel was live in Q3 as per Flutter's Q3 trading update
on 11 November 2020. During Q3 FanDuel was live for sports betting
in Colorado, Illinois, Indiana, Iowa, New Jersey, Pennsylvania and
West Virginia. Market share calculations do not include Illinois
due to unavailability of September data at that time. Online gaming
market share reflects the combined NJ and PA market share of the
FanDuel and Betfair brands during Q3 2020. Combined online market
share is the combination of both sportsbook and gaming as defined
above. The gaming market share excludes PokerStars which is part of
Flutter but not part of FanDuel. Combined gaming share in the US is
29% when PokerStars is included.
FanDuel offers retail sports betting in selected states,
primarily as part of the market access arrangements to facilitate
online sports betting. FanDuel has been fully consolidated in
Flutter's financial statements since 2018, incurred an underlying
EBITDA loss of GBP(36.2)m for the financial year ended 31 December
2019 and had gross assets of approximately GBP1bn as at 30 June
2020. Matthew King is the CEO of Flutter's US business which
comprises FanDuel, TVG, Pokerstars, Betfair and FOX Bet.
Important Notice
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Flutter and no one else
in connection with the Transaction and will not be responsible to
anyone other than Flutter for providing the protections afforded to
clients of Goldman Sachs International or for providing advice in
relation to the matters referred to in this announcement.
Davy, which is authorised and regulated in Ireland by the
Central Bank is acting exclusively for Flutter and no one else in
connection with the Transaction and will not be responsible to
anyone other than Flutter for providing the protections afforded to
clients of Davy or for providing advice in relation to the matters
referred to in this announcement.
This announcement and the information contained herein is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia, collectively the
"United States"), Australia, Canada, Japan, South Africa or any
other state or jurisdiction in which the same would be restricted,
unlawful or unauthorised (each a "Restricted Territory").
This announcement is for information purposes only and does not
constitute an offer to buy, sell, issue, acquire or subscribe for,
or the solicitation of an offer to buy, sell, issue, acquire or
subscribe for shares in the capital of the Company in any
Restricted Territory or to any person to whom it is unlawful to
make such offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This announcement has been prepared for the purpose of complying
with the applicable law and regulation of the United Kingdom and
Ireland and information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of jurisdictions outside
the United Kingdom and Ireland.
Completion of the Transaction is subject to the satisfaction of
a number of conditions. Consequently, there can be no certainty
that completion of the Transaction will be forthcoming.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
with the total figure given.
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Transaction, and other information published in connection with the
Transaction contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. The
forward-looking statements contained in this document include
statements relating to the expected effects of the Transaction on
Flutter, the expected timing and scope of the Transaction and other
statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved.
Although Flutter believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct. There
are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied
by such forward-looking statements. These factors include the
satisfaction of the Conditions, as well as factors such as future
market conditions, currency fluctuations, the behaviour of other
market participants, the actions of regulators and other factors
such as changes in the political, social and regulatory framework
in which Flutter will operate or in economic or technological
trends or conditions. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors.
None of Flutter or any of its associates or directors, officers
or advisers provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements in this document will actually occur.
You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with its legal
or regulatory obligations, Flutter is under no obligation, and
Flutter expressly disclaims any intention or obligation, to update
or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
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