INTRALOT Provides an Update on the Lock-up Agreement and Exchange Offer Process
This press release relates to the disclosure of information that prior to publication qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation 596/2014.
Not for release, publication or distribution to any person located or resident in any jurisdiction where it is unlawful to distribute this press release.
We refer to the press release issued on 28 June, 2021 (the “Press Release”) by Intralot S.A. (the “Company” and together with its subsidiaries the “Group”) regarding the amendment and update of the Lock-up Agreement with an ad hoc group of noteholders (the “Ad Hoc Group”) of its €250m senior unsecured notes due in September 2021 (the 2021 SUNs) issued by Intralot Capital Luxembourg (the Issuer). Capitalised terms used herein shall have the meaning provided to them in the Press Release and the First Press Release (of 14 January 2021).
The Company informs the investment community and the broader public that on 30 June, 2021:
- The Issuer utilized the Redemption Facility of €147,607,487 provided by certain members of the Ad Hoc Group (the “Redemption Facility Providers”) and redeemed the same amount of 2021 SUNs at 100% of the principal amount pro rata plus accrued interest.
- Following redemption, the Issuer issued additional notes under the 2021 SUNs indenture of an amount of €147,607,487 to repay and cancel the Redemption Facility. After the issuance of the additional notes to the Redemption Facility Providers the outstanding 2021 SUNs are again €250,000,000.
Following the redemption and issuance of additional notes, holders of more than 90% of the 2021 SUNs outstanding as of the date of this press release have agreed to tender their 2021 Notes pursuant to the Lock-up Agreement.
Today, 1 July, 2021, the Group has announced two interdependent exchange offers as per the First Press Release:
- The commencement of an offer by US subsidiary Intralot Inc. to acquire any and all of the outstanding €250,000,000 6.75% 2021 SUNs issued by Intralot Capital Luxembourg in exchange for up to USD 244,585,500 in aggregate principal amount of its New SSNs. In conjunction with the exchange offer Intralot Capital Luxembourg is soliciting consents for holders of the 2021 SUNs to amend certain provisions of the 2021 SUNs as set forth in the exchange offer and consent solicitation memorandum dated July 1, 2021. Minimum acceptance condition is 90% of Notes outstanding and exchange ratio set at 82%. The Solicitation Memorandum is available to holders through the Exchange Agent, Lucid Issuer Services at firstname.lastname@example.org.
- The commencement of an offer by Intralot Global Holdings B.V. to holders of the outstanding €500,000,000 5.25% Senior Unsecured Notes due September 2024 (the 2024 SUNs) to exchange the 2024 SUNs for ordinary shares of Intralot US Securities B.V. (“TopCo”), with minimum acceptance condition €68,176,000 and maximum acceptance amount €169,100,000. The Exchange Offer Memorandum is available to holders through the Exchange Agent, Lucid Issuer Services at email@example.com.
The public announcements of the two exchange offers have been published on the websites of the Luxembourg Stock Exchange https://www.bourse.lu/latest-fns and the Company https://www.intralot.com/investor-relations/debt-capital-market-info/ on 1 July 2021.
The exchange offers will remain open until 23:59 New York time, on July 29, 2021, unless extended.
This press release is not an offer to sell or a solicitation of an offer to buy or exchange or acquire securities in the United States or in any other jurisdiction and no offer, tender offer, sale, exchange or acquisition of securities is proposed in a jurisdiction where such offer, tender offer, sale, exchange or acquisition would be illegal. The securities mentioned in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any other jurisdiction, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.