Public
INTRALOT Group
ANNUAL FINANCIAL REPORT
(based on the Article 4 of L.3556/2007)
FOR THE PERIOD ENDED December 31, 2023
ACCORDING TO
INTERNATIONAL FINANCIAL REPORTING STANDARDS
(IFRS)
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
2
Contents
Representation of the Members of the Board of Directors
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4
REPORT OF THE BOARD OF DIRECTORS-INTRALOT GROUP
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5
Explanatory Report on Article 4 par. 7 & 8 of L. 3556/2007
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85
CORPORATE GOVERNANCE STATEMENT
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90
Independent Auditor’s Report
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134
ANNUAL FINANCIAL STATEMENTS
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140
INCOME STATEMENT OF THE GROUP / COMPANY FOR THE YEAR 2023
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140
STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP / COMPANY FOR THE YEAR 2023
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141
INCOME STATEMENT OF THE GROUP / COMPANY FOR THE 4
th
QUARTER OF 2023
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142
STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP / COMPANY FOR THE 4
th
QUARTER OF 2023
143
STATEMENT OF FINANCIAL POSITION OF THE GROUP/COMPANY
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144
STATEMENT OF CHANGES IN EQUITY OF THE GROUP
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145
STATEMENT OF CHANGES IN EQUITY OF THE COMPANY
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146
CASH FLOW STATEMENT OF THE GROUP/COMPANY
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147
1. GENERAL INFORMATION
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148
2. NOTES TO ANNUAL FINANCIAL STATEMENTS
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148
2.1.1
Basis of preparation of the Financial Statements
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148
2.1.2
Statement of compliance
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149
2.1.3
Financial Statements
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149
2.1.4 Changes in accounting policies
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149
2.1.5 Material accounting policies
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152
Consolidation base
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152
Business combination and goodwill
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153
Foreign Currency Translation
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155
Tangible assets
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156
Investment properties
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157
Intangible assets
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157
Financial instruments
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159
Inventories
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162
Trade and other short-term receivables
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162
Cash and Cash Equivalents
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163
Long Term Liabilities
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163
Provisions and Contingent Liabilities
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163
Leases
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164
Share capital – Treasury shares
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165
Staff Retirement Indemnities
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165
State Insurance Programs
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165
Revenue recognition
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166
Taxes
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167
Earnings per share
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168
2.1.6 EBITDA & EBIT
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168
2.1.7 Significant accounting judgments, estimates and assumptions
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169
2.2 INFORMATION PER SEGMENT
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173
2.3 OTHER OPERATING INCOME
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176
2.4 STAFF COSTS
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176
2.5 DEPRECIATION AND AMORTIZATION
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177
2.6 EXPENSES BY NATURE
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177
2.7 INCOME / (EXPENSES) FROM PARTICIPATIONS AND INVESTMENTS
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178
2.8 GAIN/(LOSSES) FROM ASSETS DISPOSAL, IMPAIRMENT LOSS & WRITE-OFF OF ASSETS
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178
2.9 OTHER OPERATING EXPENSES
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178
2.10 INTEREST AND SIMILAR EXPENSES / INTEREST AND SIMILAR INCOME
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179
2.11 EXCHANGE DIFFERENCES
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179
2.12 CURRENT & DEFERRED INCOME TAX
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179
2.13 EARNINGS / (LOSSES) PER SHARE
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182
2.14 TANGIBLE FIXED ASSETS
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183
2.15 INVESTMENT PROPERTIES
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187
2.16 INTANGIBLE ASSETS
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188
2.17 INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
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194
2.18 OTHER FINANCIAL ASSETS
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195
2.19 OTHER LONG-TERM RECEIVABLES
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195
2.20 TRADE AND OTHER SHORT-TERM RECEIVABLES
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2.21 INVENTORIES
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197
2.22 CASH AND CASH EQUIVALENTS
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197
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
3
2.23 SHARE CAPITAL, TREASURY SHARES AND RESERVES
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198
2.24 DIVIDENDS
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203
2.25 DEBT
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203
2.26 STAFF RETIREMENT INDEMNITIES
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209
2.27 SHARED BASED BENEFITS
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211
2.28 OTHER LONG-TERM LIABILITIES
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211
2.29 TRADE AND OTHER CURRENT LIABILITES
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211
2.30 FINANCIAL ASSETS AND LIABILITIES
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212
2.31 SUPPLEMENTARY INFORMATION
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218
A. BUSINESS COMBINATION AND METHOD OF CONSOLIDATION
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218
III. Acquisitions
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221
IV. New Companies of the Group
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221
V. Changes in ownership percentage / Consolidation method change
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221
VI. Subsidiaries’ Share Capital Increase / Decrease
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221
VII. Strike off - Disposal of Group Companies
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221
VIII. Discontinued Operations
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221
IX. Companies merge
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222
X. Material partly owned subsidiaries
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222
XI. Investments in companies consolidated with the equity method
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226
B. REAL LIENS
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228
C. PROVISIONS
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229
D. PERSONNEL EMPLOYED
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229
E. RELATED PARTY DISCLOSURES
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229
2.32 CONTINGENT LIABILITIES, ASSETS AND COMMITMENTS
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231
A.
LITIGATION CASES
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231
B. FISCAL YEARS UNAUDITED BY THE TAX AUTHORITIES
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236
Ι
) COMPANY AND SUBSIDIARIES
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236
ΙΙ) ASSOCIATE COMPANIES & JOINT VENTURES
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238
C.
COMMITMENTS
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238
I)
Guarantees
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238
II) Other commitments
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239
2.33 FINANCIAL RISK MANAGEMENT
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239
2.34 APPLICATION OF IAS 29 “FINANCIAL REPORTING IN HYPERINFLATIONARY ECONOMIES”
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243
2.35 COMPARABLES
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244
2.36 SIGNIFICANT FLUCTUATIONS, RECLASSIFICATIONS & REVERSALS
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244
2.37 MACROECONOMIC ENVIRONMENT
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247
2.38 SUBSEQUENT EVENTS
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247
REPORT ON THE USE OF THE FUNDS RAISED FROM THE SHARE CAPITAL INCREASE WITH CASH PAYMENT
UNTIL 31.12.2023
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250
Report on factual findings from the agreed-upon procedures on the Report of Use of Funds Raised
....
252
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
4
Representation of the Members of the Board of Directors
(according to article 4 par. 2 of L.3556/2007)
The
1.
Sokratis P. Kokkalis, Chairman of the Board of Directors and Group CEO
2.
Chrysostomos D. Sfatos, Member of the Board of Directors and Deputy Group CEO
3. Ioannis K. Tsoumas, Member of the Board of Directors
CERTIFY THAT
As far as we know:
a. The enclosed financial statements of the company “INTRALOT S.A” for the year 1 January 2023 to 31 December
2023, drawn up in accordance with the applicable accounting standards, reflect in true manner the assets and
liabilities, equity and results of the Company and the companies included in the consolidated financial statements
taken as a total.
b. The attached Board of Directors’ annual report truly presents the course, the performance and the position of
the Company and the companies included in the consolidated financial statements taken as a total, including the
description of the most important risks and uncertainties they are facing.
c. The attached Financial Statements are those approved by the Board of Directors of “INTRALOT S.A.” on March
29, 2024 and have been published to the electronic address
.
Peania, March 29,2024
The designees
Sokratis P. Kokkalis
Chairman of the Board of
Directors and Group CEO
Chrysostomos D. Sfatos
Member of the Board and
Deputy Group CEO
Ioannis K. Tsoumas
Member of the Board
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
5
REPORT OF THE BOARD OF DIRECTORS-INTRALOT GROUP
TO THE ANNUAL GENERAL ASSEMBLY OF THE SHAREHOLDERS FOR THE FISCAL YEAR 1/1/2023-
31/12/2023
Dear Shareholders,
Over the past year, INTRALOT has focused on expanding its operating activities by signing new contracts with
existing customers, extending its relationships with them into new areas, and, therefore, the duration of the
contracts, and upgrading the services provided to INTRALOT’s new technologies. In addition, particular emphasis
was placed on further improving operating profitability, as reflected in the improvement of the EBITDA margin
from 31,3% in 2022 and 26,7% in 2021 to 35,6% in 2023. On the financial side, in line with the strategic objective
of deleveraging and improving the Group’s capital structure, Management has taken a number of actions in this
direction which, together with the improvement in operating profitability, have led to a reduction in the Net
Leverage Ratio from 4,0x in 2022 to 2,6x in 2023. On a two-year horizon, this ratio improved by 1,9x from 4,5x
at the end of 2021, driven by both the reduction in Debt by around €160 million and the increase in EBITDA by
around €19 million in 2021-2023.
More specifically, in terms of new contracts, INTRALOT’s subsidiary in the US, Intralot, Inc., has signed a new
three-year contract with the British Columbia Lottery Corporation (BCLC), including an option for three annual
extensions, for the provision of its next-generation sports betting platform, INTRALOT Orion, and related network
management services. INTRALOT’s retail sports betting solution will be deployed and offered throughout BCLC’s
retail network via Photon X retail terminals and GameStation self-service terminals. In the lottery sector,
INTRALOT signed a new ten-year contract with the Taiwan Lottery under which INTRALOT will provide CTBC Bank
Co. and its subsidiary lottery operator, Taiwan Lottery Co. (TLC), with the LotosX Gaming Platform, including the
Instant Games Management System - IGMS, the Retailer Management System, RetailerX, the Content
Management System, Canvas Signage, 5.500 PhotonX terminals to be installed in retailer locations throughout
Taiwan, as well as the necessary maintenance and support services for the operation of the Public Welfare Lottery.
Regarding contract extensions, INTRALOT’s subsidiary in the US, Intralot, Inc., has extended its contract with the
Wyoming Lottery Corporation for an additional five years to August 2034, underscoring its strong partnership
with the Lottery, and ensuring an ongoing commitment to the State to provide innovative and successful gaming
solutions to help the Lottery drive growth, maximize revenues, and contribute to the local community. In addition,
INTRALOT, continuing its long-standing and successful cooperation with OPAP, has announced the extension of
its agreement with the Lottery for the provision of the license of INTRALOT’s flagship, LotosX lottery engine
software and the development of all the related functionalities, for an additional year until July 2026, while it was
jointly agreed to grant OPAP the right to exercise two further one-year extension options, under the same terms,
to 31.07.2027 and 31.07.2028 respectively.
In terms of the Group’s financial position, following the balance sheet optimization completed in 2021 and 2022,
the efforts initiated in these two years continued in 2023 with further measures to rationalize and optimize the
Group’s capital structure, and the primary objective of deleveraging and creating value for all shareholders, in
line with the commitments of the INTRALOT management. To this end, the new Share Capital Increase of €135
million with payment in cash and pre-emption rights in favor of the existing shareholders of the Company was
successfully planned and executed in November 2023. Nearly all of the proceeds after deducting issuance costs,
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
6
i.e. €126 million, were used for the partial redemption of a portion of the Senior Notes due September 2024,
further reducing the Group’s Debt. It should be noted that the Group’s total Debt has been reduced by more than
€300 million in the last three years, during which the deleveraging process was initiated. In addition, as a result
of the successful completion of the Share Capital Increase and the improvement in the Group’s operations and
results, the Group’s equity returned to positive territory and, as a consequence, the Company’s shares were
reintroduced to trading on the Main Market of the Athens Stock Exchange, showing an impressive performance
in recent months and making INTRALOT an attractive investment option. This was confirmed both by the
participation of investors in the Share Capital Increase and by the next successful issue of a €130 million corporate
Bond -initiated in 2023 and completed in the first two months of 2024- which was traded on the Main Market of
the Athens Stock Exchange and was covered by 1,55 times, thus demonstrating the confidence of the investment
community in INTRALOT’s prospects and allowing it to make a dynamic return to the Greek financial market after
many years. The completion of this strategic move resulted in further deleveraging, with the outstanding balance
of the Senior Notes due September 2024 now down to only €99,5 million. In addition, in December 2023, the
Company announced the execution of a binding agreement with a consortium of five Greek banks concerning the
basic terms for the issuance of a Syndicated Bond Loan of up to €100 million, subject to the successful issuance
of a minimum €130 million Bond listed on the Athens Stock Exchange, which was ultimately achieved. This latest
move completes a series of actions initiated over the past three years to optimize INTRALOT’s balance sheet,
which now has a very balanced debt profile and lower financing costs.
We are committed to continuing to focus on these pillars, ensuring that at the core of our mission is to better
serve the evolving needs of players and lottery organizations through the provision of state-of-the-art products
and services, and that our core values of business ethics, transparency, integrity, and responsible gaming
continue to guide our efforts to achieve sustainable and responsible growth.
Looking ahead, we would like to thank all our stakeholders for their confidence in the Group and assure them of
our unwavering commitment to executing our growth strategy and focusing on further improving the Group's
operational efficiency. Finally, the successful completion of the process of restructuring the Company’s financial
profile over the past three years has already strengthened its capital structure, putting it in a strong position to
pursue growth initiatives in the years ahead. In addition, the Company continues to monitor developments in the
financial markets and will take further steps to both extend the maturity of its Debt obligations and further
optimize its financial structure as conditions warrant.
Regarding the financial results of INTRALOT Group for 2023, revenue presented a decrease of 7,3%, with Group
turnover amounting to €364,0 million, compared to €392,8 million in 2022. Excluding the impact from the
discontinuation of Malta license, underlying revenue from continuing operations increased by 4,3%. Operating
performance as measured via our earnings before interest, tax, depreciation and amortization (EBITDA),
amounted to €129,5 million, exhibiting an increase of 5,4%. The main drivers behind the organic growth can be
attributed to the improved performance across key regions (mainly in Turkey and Croatia), combined with the
positive effect from the new Lottery contract in Taiwan. EBITDA increase was in part counterbalanced by the
recent economic reforms in Argentina and the decision by new government to devalue peso by over 50% in the
last month of 2023 that led to EBITDA decrease by half compared to last year, the impact from the license
expiration in Malta early July 2022 and the negative FX impact of currency movement in USA. On top of the
above, our earnings before taxes (EBT) increased to €33,6 million from €29,8 million in 2022 mainly fueled by
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
7
the higher recorded EBITDA year over year. As regards to the parent company results, turnover increased by
85,2% to €68,0 million in 2023, while earnings after tax amounted to €18,4 million, from €-18,6 million in 2022.
In 2023, group Operating Cash-flow posted a significant increase and stood at €112,5 million, versus €96,3 million
in 2022. The increase of €16,2 million is impacted by the enhanced EBITDA, the favorable working capital
movement and the lower taxes paid.
Net Debt, as of December 31st, 2023, stood at €333,2 million, showcasing a significant decrease of €157,2 million
compared to December 31st, 2022. Recent deleveraging actions combined with strong cash flow generation have
strengthened the capital structure of the company, resulting in a net debt/ebitda ratio of 2,6x at YE23 vs. 4,0x
in YE22. Post the successful EUR135M Share Capital Increase, the company proceeded with the partial redemption
of EUR126M of its notes due September 2024. In conjunction with the capital payments towards the Term Loan
in US, Gross Debt decreased by a total of €147,7 million.
WHO WE ARE
Company Profile
INTRALOT, a public listed company, has been established in 1992 and is active in 39 regulated jurisdictions with
€364 million turnover and a global workforce of approximately 1.692 employees in 2023. Being a technology-
driven corporation, the Company serves as a private partner for the public sector enabling lottery and gaming
operators to establish a responsible gaming environment and contribute to good causes for their local
communities.
Based on its strategic approach “Driving Lottery Digital Transformation with flexible, reliable, secure solutions
and systems”, INTRALOT is committed to modernize Lotteries by delivering innovative lottery and sports betting
solutions, shaping the future of gaming. The company focuses on developing next-generation products based on
players’ omnichannel experience, the trends of the worldwide gaming ecosystem, and the efficiency of the
operators to provide engaging responsible entertainment for their players.
As a member of the UN Global Compact, INTRALOT is a global corporate citizen committed to UNGC Ten Principles
and continuous sustainable development. In addition, being awarded with the WLA Responsible Gaming
Framework Certificate, the Company is an active proponent of the principles of responsible gaming.
The Company maintains the highest industry certifications on quality and safety management systems. It is the
first vendor in the gaming sector certified in 2008 with the WLA SCS:2016 (Security Control Standard) and it has
been certified according to ISO 27001:2013 for its Information Security Management Systems. Both certifications
cover INTRALOT Headquarters and 23 additional subsidiaries’ operations around the world. Furthermore,
INTRALOT has been certified according to ISO 9001:2015 (Quality Management Systems), ISO 14001:2015
(Environmental Management Systems), ISO 20000:2018 (IT Service Management Systems), ISO 29993:2017
(Learning Services Outside Formal Education) and ISO 37001:2016 (Anti-Bribery Management Systems).
INTRALOT collaborates with many external stakeholders among them the major international industry
associations. Each entity is a valued partner that supports the Company’s efforts to contribute decisively to the
future developments of the gaming market. Specifically, INTRALOT is a Platinum Contributor of the World Lottery
Association, an Associate Member of the European Lotteries, a Level I partner of the North American Association
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
8
of State & Provincial Lotteries (NASPL), an Associate Member and Gold Sponsor of the Asia Pacific Lottery
Association (APLA), an Associate Member and Silver Sponsor of the Gaming Standards Association.
Recent Company Developments
Projects / Significant Events
On April 6, 2023 INTRALOT announced that its U.S. subsidiary INTRALOT, Inc. has signed a 3-year contract,
including an option of three annual extensions, with British Columbia Lottery Corporation (BCLC) for the provision
of its next-generation sports betting platform INTRALOT Orion and relevant managed services, to enable the
operations and management of BCLC’s retail sportsbook.
On June 12, 2023, INTRALOT announced that following an international competitive tender issued by CTBC Bank
Co. in Taiwan, LotRich Information Co., Ltd. a Taiwanese joint venture in which INTRALOT is a major shareholder,
has signed a 10-year contract as the lottery system technology provider of CTBC Bank Co., which has been
awarded the license from the Taiwanese Government to issue and operate the Public Welfare Lottery. INTRALOT
has been the technological provider of CTBC Bank Co. in Taiwan since 2007, when CTBC Bank Co. obtained its
first license to issue and operate the lottery.
On July 31, 2023, INTRALOT announced that its U.S. subsidiary INTRALOT, Inc. has signed an extension of its
contract with the Wyoming Lottery Corporation for an additional five-year term. INTRALOT, Inc. will continue to
provide its advanced lottery operating system and comprehensive services to support the operations of the
Wyoming Lottery Corporation until August 25, 2034.
On October 3, 2023, INTRALOT announced that the BoD of the Company during its meeting held on 02.10.2023,
decided to approve the Company’s share capital increase by an amount of € 69.827.586,30, with the issuance of
up to 232.758.621 new shares with a nominal value of €0,30, paid in cash and with a pre-emption right of the
existing shareholders of the Company. All the information for the process of the increase included in the
Prospectus, which approved by the Hellenic Capital Market Commission and have been uploaded on Company’s
website:
Share Capital Increase 2023 (intralot.com)
.
On October 16, 2023, INTRALOT, based on notifications from the legal entities ALPHACHOICE SERVICES LIMITED,
INTRACOM SA HOLDINGS and CLEARDROP HOLDINGS LIMITED, which are affiliated with Mr. Sokratis Kokkalis,
Chairman of the Board of Directors and CEO of INTRALOT, announced that these entities, in the context of the
Company’s share capital increase, proceeded on October 13, 2023, to the following pre-agreed Over the Counter
(OTC) transactions:
•
ALPHACHOICE SERVICES LIMITED sold 120.401.087 pre-emption rights with a total value of
€120.401,09.
•
INTRACOM HOLDINGS acquired 68.766.112 pre-emption rights with a total value of €68.766,11.
•
CLEARDROP HOLDINGS LIMITED acquired 5.501.289 pre-emption rights with a total value of €5.501,29.
On October 17, 2023, INTRALOT announced that that the legal entity CQ LOTTERY LLC, which is affiliated with
Mr. Soohyung Kim, Member of the Board of Directors of INTRALOT, proceeded on October 16, 2023, to pre-
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
9
agreed Over the Counter (OTC) transactions selling 58.230.357 pre-emption rights with a total value of
€58.230,36, in the context of the Company’s share capital increase.
On October 18, 2023, INTRALOT announced that Mr. Constantinos Antonopoulos, Vice-Chairman of the Board of
Directors of INTRALOT, on October 17, 2023 sold 5.374.053 pre-emption rights with a total value of €16.122,16,
in the context of the Company’s share capital increase.
On October 27, 2023, INTRALOT announced that the share capital increase in cash and with pre-emption rights
in favor of the existing shareholders, was fully subscribed. In the same day, INTRALOT also notified the exercise
of the pre-emption rights from persons who exercise managerial duties in the Company.
On October 30, 2023, INTRALOT notified that the Company’s share capital increase was covered as follows:
95,87% of the Increase was covered through subscriptions by those who exercised their pre-emptive right with
the payment of a total amount of €129.419.941,40, corresponding to 223.137.830 New Shares and 4,13% of the
Increase was covered through the exercise of the pre-subscription right with the payment of a total amount of €
5.580.058,78 corresponding to 9.620.791 New Shares. As a result, the final subscription percentage of the Share
Capital Increase is 100,00% and the amount of funds raised is €135.000.000,18.
On October 31, 2023, INTRALOT announced the extension of its agreement with OPAP for the provision of the
license of INTRALOT’s flagship LotosX lottery engine software and the development of all the related
functionalities, after OPAP exercised its right to extend the agreement by one year, from 01.08.2025 till
31.07.2026. INTRALOT and OPAP further agreed to grant OPAP the right to exercise two further one-year
extension options, under the same terms, to 31.07.2027 and 31.07.2028 respectively.
On November 3, 2023, INTRALOT announced that its 100% subsidiary INTRALOT CAPITAL LUXEMBOURG,
announced its decision to proceed on November 14, 2023, with the early partial redemption of €126.000.000 in
principal amount, plus accrued interest, of the outstanding 5,250% Notes due September 2024, with current
outstanding balance of €355.568.000.
On November 7, 2023, INTRALOT announced the admission and commencement of trading of 232.758.621 new
shares on ATHEX on November 8, 2023. At the same time, it was announced that the shares will now be traded
on the Main Market of ATHEX.
On November 8, 2023, INTRALOT announced that following the certification of payment of the amount of the
Increase by the Board of Directors on 30.10.2023, its share capital now amounts to €181.228.686,30, divided
into 604.095.621 common, nominal, intangible, voting shares, with a nominal value of €0,30 each.
On November 9, 2023, and further to the notifications received by Mr. Sokratis P. Kokkalis and the companies
“K-SYSTEMS” and “ALPHACHOICE SERVICES LIMITED”, the company “INTRACOM HOLDINGS”, as well as by Mr.
Soohyung Kim and the company “Acme Amalgamated Holdings, LLC”, regarding changes to the voting rights of
these entities on the shares of INTRALOT following the completion of INTRALOT’s share capital increase and the
crediting of the new shares, the percentages of the main shareholders were shaped as follows: CQ LOTTERY LLC
(26,861%) – Sokratis P. Kokkalis (20,502%) – INTRACOM (7,135%).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2023
10
On November 15, 2023, and further to its notification dated November 3, 2023, INTRALOT announced that, on
November 14, 2023, its 100% subsidiary INTRALOT CAPITAL LUXEMBOURG SA completed the early partial
redemption of €126.000.000 in principal amount, plus accrued interest, of the outstanding 5,250% Notes due
September 2024, with previous outstanding balance of €355.568.000. The principal amount was repaid with
funds raised from the recent share capital increase of INTRALOT, in accordance with the provisions of the
respective prospectus. Following the partial redemption, the outstanding balance now amounts to €229.568.000.
On December 22, 2023 INTRALOT announced the execution of a binding agreement (the “Agreement”) on
December 20, 2023, concerning the basic terms for the issuance of a Syndicated Bond Loan of up to €100 million
with a consortium of five Greek banks, whereby Piraeus Bank and National Bank of Greece will act as Lead
Arrangers, under the main condition of a successful issuance of a bond of a minimum amount of €130 million
listed on the Athens Stock Exchange. INTRALOT planned to issue of the above bond to be listed on the Athens
Stock Exchange amounting to €130 million, so that after its successful issuance and in combination with the
Agreement, it will have secured the funds for the repayment of the total outstanding balance under the Senior
Notes due September 2024, issued by the subsidiary Intralot Capital Luxembourg SA.
Organizational Changes
On February 15, 2023 INTRALOT S.A. announced that Nikolaos Nikolakopoulos steps down as Member of the
Board and Deputy CEO in order to become CEO of its 100% subsidiary “INTRALOT, Inc.” in the United States.
On March 2, 2023 INTRALOT - following the notifications received by Mr. Soohyung Kim and the company “Acme
Amalgamated Holdings, LLC” – announced that the company under the trade name “CQ Lottery LLC” acquired on
27.02.2023 122.182.840 common registered shares in the Company and the corresponding voting rights which
represent 32,90% of the Company’s total voting rights, through an acquisition from the company “The Queen
Casino & Entertainment Inc.” (former “CQ Holding Company, Inc.”) whereby “The Queen Casino & Entertainment
Inc.” transferred to “CQ Lottery LLC” the total amount of shares the former (“The Queen Casino & Entertainment
Inc.”) held in the Company. In light of the above, “CQ Lottery LLC” owns in total 122.182.840 common registered
shares in Issuer, corresponding to 32,90% of the Company’s voting rights and “The Queen Casino &
Entertainment Inc.” no longer (directly) owns shares in the Company. “CQ Lottery LLC” is a company controlled
by “The Queen Casino & Entertainment Inc.” which is a company controlled by “Standard General Management
LLC”, which in turn is controlled by “Acme Amalgamated Holdings, LLC”, which is ultimately controlled by Mr.
Soohyung Kim.
On March 21, 2023 INTRALOT announced that Mr. Fotis Konstantellos steps down as Member of the Board and
Deputy CEO. He is replaced as Member of the BoD by Mr. Konstantinos Farris who will also assume the position
of Group Chief Technology Officer. Mr. Farris had served as CTO of INTRALOT in the years 1997-2016.
Also, on March 21, 2023 INTRALOT announced the appointment of Mr. Richard Bateson as Chief Commercial
Officer of its 100% subsidiary “INTRALOT, Inc.” in the United States. Mr. Bateson will be joining the US senior
management team reporting directly to INTRALOT US’s CEO.
As an industry leader, Mr. Bateson has worked as
both an operator and vendor within the lottery sector. With over 20 years of lottery experience, has worked within
Camelot’s group of companies in both the UK and North America. More recently, Mr. Bateson has been a
consultant to various companies including Jumbo Interactive, Teneo and Camelot UK Lotteries Ltd. As a former
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President of EuroMillions, he brings an extensive knowledge of European and North American experience to his
new role and will be working with the senior management team to enhance INTRALOT's business in North
America.
On August 31, 2023, a new ten-member Board of Directors of the Company by the decision of the Ordinary
General Meeting of the Shareholders of the Company dated 30th of August 2023 was elected. The Board of
Directors has been formed into a Body and appointed its executive and non-executive members, as follows:
1.
Sokratis P. Kokkalis, Chairman and CEO, Executive member
2.
Constantinos G. Antonopoulos, Vice- Chairman, Non-Executive member
3.
Chrysostomos D. Sfatos, Deputy CEO, Executive member
4.
Konstantinos E. Farris, Executive member
5.
Soohyung J.H. Kim, Non-Executive member
6.
Dimitrios S. Theodoridis, Non-Executive member
7.
Vladimira D. Mircheva, Non-Executive member
8.
Ioannis K. Tsoumas, Independent Non-Executive member
9.
Adamantini K. Lazari, Independent Non-Executive member
10.
Dionysia D. Xirokosta, Independent Non-Executive member
Based on the decision of the Ordinary General Meeting dated 30.08.2023 and following the suggestion of the
Board of Directors, it was decided that the Audit Committee of the Company will continue to be a Committee
of the Board of Directors, in accordance with the provisions of article 44 of Law 4449/2017, as in force, its
term to be equal to the term of the Board of Directors (i.e.
for a six-year term of office)
and its members
to be the three (3) Independent Non-Executive Members, selecting as members of their Audit Committee the
following:
1.
Ioannis Tsoumas son of Konstantinos, Chairman of the Audit Committee
2.
Adamantini Lazari daughter of Konstantinos, Member of the Audit Committee and
3.
Dionysia Xirokosta daughter of Dimitrios, Member of the Audit Committee.
Significant Events after the end of the FY23 - until the date of the Financial Statements release
On January 19, 2024 INTRALOT announced the extension of the contract between INTRALOT Maroc, a subsidiary
of the INTRALOT Group, and La Marocaine Des Jeux et des Sports (MDJS), a state lottery offering sports betting
and other games of chance in Morocco, for up to two additional years. The contract is now due to expire on
31.12.2025.
On January 25, 2024 INTRALOT announced that the Board of Directors of the Company, by virtue of its resolution
dated 18.01.2024, approved the Draft Agreement on the Merger by way of absorption by the Company of its
wholly owned subsidiary under the name “BETTING COMPANY SINGLE MEMBER S.A.”
On February 13, 2024 INTRALOT announced its intention to proceed with the issuance of a common bond loan,
for a total capital amount of up to one hundred thirty million Euros (€130.000.000) and with a minimum issuance
amount of one hundred twenty million Euros (€120.000.000), with a duration of five (5) years, in accordance
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with the provisions of articles 59-74 of Law 4548/2018, as in force, article 14 of Law 3156/2003 and other
applicable laws (the “Bond Loan”) and with the offering of the bonds of the Bond Loan (the “Bonds”) to investors
in Greece by way of a public offering (the “Public Offer”) and with the admission of the Bonds to trading in the
Fixed Income Securities Segment of the Regulated Market of the Athens Exchange.
On February 15, 2024 INTRALOT announced that it makes available to investors the approved prospectus, in
relation to the issuance of a common bond loan, of a total nominal amount of up to €130 mil., with a duration of
five (5) years, divided into up to 130.000 dematerialized, common, registered bonds, each of a nominal value of
€1.000. On the same date, INTRALOT notified the details regarding the public offering, as so as an announcement
from the joint coordinators and bookrunners regarding the potential target market for the bonds.
On February 20, 2024 INTRALOT notified the investors of the price range 6,00% - 6,40%, regarding the public
offering for the issuance of the common bond loan.
On February 23, 2024 INTRALOT notified the investors that the final yield of the bonds was set at 6,0% and the
bond’s interest rate at 6,0% per annum.
On February 27, 2024 INTRALOT announced the results of the public offering of the bonds, with the total valid
demand rising to €201,87 mil.
The broad demand from investors resulted in an oversubscription of the Public
Offering by 1,55 times, while the total number of participant investors was 5,467. On the same date, INTRALOT
notified that the proceeds raised from the Issue amount to €130 mil., and the net proceeds to approximately
€124,5 mil., while the day of the trading of the 130,000 bonds was set as the 28th of February 2024.
On February 28, 2024 the Chairman and CEO of INTRALOT, Mr. Sokratis Kokkalis, declared the commencement
of trading of ATHEX, by ringing the traditional bell, on the occasion of the commencement of trading of Company’s
corporate bond on the Main Market of ATHEX.
Also, on February 28, 2024 INTRALOT notified that the Chairman and CEO of INTRALOT, Mr. Sokratis Kokkalis,
acquired on the same date 400.000 common registered shares, with voting rights, of INTRALOT, for a total value
of €452.894,71.
On February 29, 2024 INTRALOT notified that the Chairman and CEO of INTRALOT, Mr. Sokratis Kokkalis, acquired
on the same date 420.000 common registered shares, with voting rights, of INTRALOT, for a total value of
€514.143,97.
On March 1, 2024 INTRALOT announced the signing of a new agreement with Magnum Corporation Sdn Bhd, a
leading gaming company in Malaysia. This agreement follows the successful outcome of an international call for
tenders issued by Magnum Corporation in 2022. The term of the new agreement is for seven (7) years, with an
option for two extensions of five (5) years each, thereby providing the opportunity for another seventeen (17)
years of strategic and productive collaboration with Magnum Corporation.
On March 4, 2024 INTRALOT informed that its 100% subsidiary INTRALOT CAPITAL LUXEMBOURG SA, decided
to proceed on March 15, 2024, with the early partial redemption of €130.000.000 in principal amount, plus
accrued interest, of the outstanding 5,250% Notes due September 2024, with current outstanding balance of
€229.568.000. The principal amount will be repaid with funds raised from the recent issuance of a common bond
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loan by INTRALOT, in accordance with the provisions of the respective Prospectus. Following the partial
redemption, the outstanding balance will amount to €99.568.000.
On March 14, 2024 INTRALOT announced the signing of a sub-contracting agreement with FanDuel, one of the
leading providers of sports betting services in the US, and a related contract amendment with the Washington,
D.C. Lottery for the relevant services through the retail network and through the online channel.
On March 15, 2024 INTRALOT announced that its 100% subsidiary INTRALOT CAPITAL LUXEMBOURG SA
completed the early partial redemption of EUR 130.000.000 in principal amount, plus accrued interest, of the
outstanding 5,250% Notes due September 2024, with the previous outstanding balance of EUR 229.568.000. The
principal amount was repaid with the use of funds raised from the recent issuance of a common bond loan by
INTRALOT, in accordance with the provisions of the respective prospectus. Following the partial redemption, the
outstanding balance now amounts to EUR 99.568.000.
On March 19, 2024 INTRALOT announced that the maturity date of the credit agreement signed on July 28, 2022
by and between its US subsidiary Intralot, Inc. with KeyBank National Association Inc. as Administrative Agent
and a syndicate of US financial institutions is extended for one additional year. The maturity date of this credit
agreement is now July 27, 2026, while its remaining terms remain unchanged.
On March 21, 2024 INTRALOT announced that the merger by INTRALOT of its wholly owned subsidiary “BETTING
COMPANY Single Member S.A.” was approved.
On March 28, 2024, INTRALOT announced the completion of the process of issuing a Syndicated Bond Loan of up
to €100 million with a consortium of five Greek banks, organized by Piraeus Bank and National Bank, while the
disbursement of the total amount provided by the Contract took place on the same day. Also, on March 29, 2024,
INTRALOT announced its decision to proceed on April 9, 2024, with the early full repayment in principal amount of
€99.568.000, plus interest, of the outstanding bonds of 5,250% issuance by its subsidiary Intralot Capital
Luxembourg SA, maturing in September 2024. The total amount will be repaid with the funds raised from the
aforementioned Syndicated Bond Loan Agreement, based on the anticipated uses outlined therein. With this
repayment, the entire aforementioned bonds maturing in September 2024 will be fully redeemed.
Economic Conditions
Following a comprehensive operational restructuring and repositioning of the business, EBITDA margins have
been experiencing a significant expansion which is still underway. Leveraging long-term relationships along with
innovative technology will allow the Company to capitalise on new growth opportunities.
The global economy shows signs of stabilization with growth remaining in positive ground and inflation declining.
Disinflation is expected to have positive impact on interest rates and effectively on the cost of debt of the
Company. On the other side geopolitical risks remain, particularly in relation to the ongoing conflict in the Middle
East and Eastern Europe. Intralot Group does not have direct or indirect exposure in above mentioned regions.
Despite all the challenges in past few years, gaming industry is recording above average growth in most of the
regions, showing resilience to macroeconomic and geopolitical conditions.