INTRALOT LUXEMBOURG S.A. ANNOUNCES RESULTS OF CASH TENDER OFFER
Intralot Luxembourg S.A.
(société anonyme)
46A, avenue J.F. Kennedy
L-1885 Luxembourg
R.C.S. Luxembourg: B 120234
INTRALOT LUXEMBOURG S.A. ANNOUNCES RESULTS OF CASH TENDER OFFER
NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTETHIS DOCUMENT
August 5, 2013. Further to its announcements dated June 17, 2013, June 24, 2013, June 26, 2013, July 5, 2013,and July 19, 2013, Intralot Luxembourg S.A. (the Offeror) announces today the results of its invitation to holders (the Holders) of the €140,000,000 in outstanding principal amount of the 2.25% Guaranteed Exchangeable Notes due 2013 (the Bonds) to tender their Bonds for purchase by the Offeror for cash (the Tender Offer).
The Tender Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated June 17, 2013 (the Tender Offer Memorandum) prepared by the Offeror. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Tender Offer was 16.00 (London time) on August 2, 2013. As at the Expiration Deadline, €111,300,000 in aggregate principal amount of Bonds had been validly tendered pursuant to the Tender Offer. The Offeror has decided to accept (subject to satisfaction or waiver of the Conditions on or prior to the Payment Date) all such valid tenders of Bonds pursuant to the Tender Offer. The Repurchase Price payable by the Offeror on the Payment Date will be a cash purchase price equal to 114% of the principal amount of the Bonds (€57,000 per €50,000 principal amount) for Bonds validly tendered and accepted for purchase, and accordingly the aggregate cash purchase price payable by the Offeror for all Bonds validly tendered and accepted for purchase pursuant to the Tender Offer will be €126,882,000.
The amount of Accrued Interest payable with respect to the Bonds accepted for purchase pursuant to the Tender Offer will be equal to 0.307377 per cent. of the principal amount of the relevant Bonds (being an aggregate amount of €342,110.70 in respect of such Bonds).
The Financing Condition in respect of the Tender Offer is expected to be satisfied on August 8, 2013. The Payment Date in respect of the Bonds accepted for purchase pursuant to the Tender Offer is expected to be August 9, 2013. Following settlement of the Tender Offer and the cancellation of the Bonds accepted for purchase pursuant to the Tender Offer, €28,700,000 in aggregate principal amount of Bonds will remain outstanding.
With respect to the Bonds not tendered and accepted for purchase pursuant to the Tender Offer, the Offeror and its affiliates reserve their right to acquire such Bonds through open market purchases, privately negotiated transactions, tender offers, exchange offers, or otherwise, upon such terms and at such prices as the Offeror may determine.
HSBC Bank plc (Telephone: +44 20 7992 6237 / Attention: Liability Management Group / Email: liability.management@hsbcib.com) and Société Générale (Telephone: +44 20 7676 7579 / Attention: Liability Management / Email: liability.management@sgcib.com) are acting as Joint Dealer Managers. Lucid Issuer Services Limited (Telephone: +44 20 7704 0880 / Attention: Thomas Choquet / Sunjeeve Patel / Email: intralot@lucid-is.com) is acting as Tender Agent.
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.