INTRALOT S.A. I.L.S.S ANNOUNCES LAUNCH OF €300,000,000 SENIOR NOTES OFFERING
Athens, Greece, June 17, 2013– Intralot S.A. Integrated Lottery Systems and Services announces pursuant to laws 3556/2007 and 3340/2005 and the implementing decisions 1/434/03.07.2007 and 3/347/12.07.2005 of the Hellenic Capital Markets Commission that its indirect subsidiary Intralot Finance Luxembourg S.A. (the “Issuer”), plans to proceed with an offer of €300,000,000 Senior Notes due 2018 (the “Notes”). The Notes will be guaranteed on a senior unsecured basis by Intralot S.A. (Parent Guarantor), Intralot Global Securities B.V.(the direct parent company of the Issuer) and by the following indirect subsidiaries of Intralot S.A.: Intralot Inc.; Intralot Gaming Services Pty Ltd.; Intralot de Perú S.A.C.; Intralot Italia S.p.A.; Gaming Solutions International S.A.C.; Intralot Maroc SA; Intralot Germany GmbH; Intralot Nederland B.V.; Intralot Czech s.r.o.; Pollot sp. z o.o.; Veneta Servizi s.r.l.; Intralot Business Development Limited; OLTP Processamento de Transações Online Ltda.; Beta Rial. sp. z o.o.; Intralot Cyprus Global Assets Ltd; Intralot St. Lucia Limited; White Eagle Investments Limited; Intralot Jamaica Limited; Intralot Finance UK PLC; Bilot EOOD; Intralot Holdings International Limited; Intralot Interactive USA, LLC; Betting Company Cyprus Limited; Intralot Iberia S.A.; Jackpot S.p.A.; Intralot do Brasil Comércio de Equipamentos e Programas de Computador Ltda.; Intralot Interactive S.A.; Intralot International Limited; Intralot Operations Limited; Betting Organization, Operation, and Promotion Company S.A. (Betting Company S.A.); Servicios Transdata S.A.C.; Intralot Gaming Machines S.p.A.; "Intralot" Co. Ltd. and Intralot Global Holdings B.V. We expect that our Romanian subsidiary Lotrom S.A. and our Slovakian subsidiary Slovenské Lotérie a.s. will also guarantee the Notes after the closing of the transaction.
The Notes will be offered in Greece only to “qualified investors” within the meaning of article 2 par. 1 (f) of Law 3401/2005, as amended by virtue of Law 4099/2012 (transposing into Greek law Directive 2010/73/EU, amending Directive 2003/71/EC).
The Notes are expected to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF market.
Our wholly-owned subsidiary Intralot Luxembourg S.A. will announce today its tender offer (the “Tender Offer”) to purchase any and all of the outstanding principal amount of its €200.0 million 2.25% guaranteed exchangeable notes due 2013 (the “Exchangeable Notes”) not held by us or our related entities at a repurchase price of 114.0% plus accrued and unpaid interest up to (but excluding) the settlement date of the Tender Offer. The Tender Offer will expire on June 24, 2013. As of the date of this announcement, €60.0 million in aggregate principal amount of the Exchangeable Notes is held by the Intralot group and will be cancelled on or before the settlement date of the Tender Offer. The net proceeds from the issue and sale of the Notes received after payment of the estimated commission and other expenses related to the offering of the Notes will be used to deposit into escrow such funds sufficient to repay 100% of the outstanding principal amount of the Exchangeable Notes (including amounts required to settle purchases made pursuant to the Tender Offer), plus the prepayment premia and all current and future accrued but unpaid interest to the maturity date of the Exchangeable Notes, and to refinance in part certain existing facilities of the group. Further details of the Tender Offer, including but not restricted to terms and conditions, offer restrictions, and involved parties can be found in the Tender Offer Memorandum dated June 17, 2013 (the “Tender Offer Memorandum”), copies of which (subject to distribution restrictions) are available from Lucid Issuer Services Limited as the Tender Agent. The acceptance of the Tender Offer will be dependent, amongst other aspects, on the financing condition pertaining to the successful completion of the offering of the Notes.
For more information on our results of operations and financial condition for the first quarter of 2013 and a trading update for early second quarter of 2013, please visit our investor relations page: http://www.intralot.com/content/103/investor-relations.
Group Strategic Planning Director
Tel: +30 210 61 56 000
Chief Financial Officer
Tel: +30 210 61 56 000
Important Regulatory Notice
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor will there be any sale of Notes referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted. The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements of the U.S. Securities Act. The Notes are being offered in the United States only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act and outside the United States in accordance with Regulation S under the U.S. Securities Act.
This announcement is being distributed only to, and is directed at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (iii) persons who are within Article 43 of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
In member states of the European Economic Area, this announcement is directed only at persons who are “qualified investors” within the meaning of article 2(1)(e) of Directive 2003/71/EC (the “Prospectus Directive”). This announcement is an advertisement for the purposes of applicable measures implementing the Prospectus Directive.
Neither the content of Intralot S.A.’s website nor any website accessible by hyperlinks on Intralot S.A.’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In relation to the offering of the Notes and the Tender Offer:
(i) no public offer, as defined in L. 3401/2005, art. 10 of L. 876/1979, article 8a of Codified L. 2190/1920 and L. 3461/2006 (all, as amended and in force), shall take place; and
(ii) no advertisement, notice, statement or other action has been or shall be reviewed, approved or authorized by the Hellenic Capital Markets Commission under L. 3401/2005, art. 10 of L. 876/1979, article 8a of Codified L. 2190/1920 and L. 3461/2006 (all, as amended and in force),
in, from or otherwise involving the Hellenic Republic.
Neither the Tender Offer Memorandum nor any offering document of the Notes has been approved by the Hellenic Capital Markets Commission.
Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Exchangeable Notes (and tenders of Exchangeable Notes for purchase pursuant to the Tender Offer will not be accepted from any person) in any circumstances in which such offer or solicitation is unlawful. The Tender Offer is not being made and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and no tender of Exchangeable Notes may be made by any such use, means, instrumentality or facility from or within the United States, or to U.S. persons or by persons located or resident in the United States within the meaning of Rule 800(h) under the U.S. Securities Act of 1933, as amended (the Securities Act) (and all references to personslocated or resident in the United States in this paragraph shall be construed accordingly). Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed, forwarded or sent (including, without limitation, by custodians, nominees or trustees) in or into the United States, or to persons located or resident in the United States or to U.S. persons. For the purposes of this paragraph, "United States" means the United States of America, 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 of America and the District of Columbia. Offer and distribution restrictions also apply in other jurisdictions (including Italy, the United Kingdom, France and Luxembourg) in respect of the Tender Offer, this announcement, the Tender Offer Memorandum and any other documents and materials relating to the Tender Offer, as described in the Tender Offer Memorandum.