INTRALOT Provides an Update Regarding the Lock-up Agreement
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 14 January 2021 by INTRALOT S.A. (“INTRALOT”, the “Company” and, together with its subsidiaries, the “Group”) regarding the entry of Intralot into a binding lock-up agreement (the “Lock-up Agreement”) with an ad hoc group of noteholders (the “Ad Hoc Group”) holding in excess of 75% of the EUR 250 million senior unsecured notes due 2021 (the “2021 SUNs”), in support of the proposed capital structure optimisation transactions, and the press release issued on 22 January announcing an extension of the deadline for the public process in relation to the Lock-up Agreement, such that all holders of 2021 SUNs that wished to accede to the Lock-up Agreement at this stage would need to complete the required steps by no later than 5:00 pm (London time) on 1 February 2021 (the “Expiration Time”).
Further to the passing of the Expiration Time, the Company is pleased to announce that as at the date of this press release, the Lock-up Agreement has been executed or acceded to by entities holding directly or indirectly 82.62% of the aggregate principal amount of the 2021 SUNs. The Company considers this outcome an important step towards implementing the proposed transaction and would like to thank the participating noteholders for their support. With the current high level of support from holders of the 2021 SUNs, the Company is confident it can implement the 2021 Note Exchange through an out-of-court process, although a scheme of arrangement remains a further viable option. As such, the Company is moving forward with the relevant documentation to implement the proposed transaction, while remaining open to discussions with other noteholders in parallel. The Company will provide a further update regarding next steps in the near-term.
Noteholders should direct any queries as to how to accede to the Lock-up Agreement after the Expiration Time to Lucid Issuer Services Limited as Information Agent using the contact details listed below. All holders of 2021 SUNs are eligible to participate in the Lock-up Agreement. The Lock-up Agreement and copies of all documentation relating to the Lock-up Agreement, together with any updates, will be available to holders of 2021 SUNs on the dedicated website: www.lucid-is.com/intralot/. Access to such dedicated website will be subject to holders of 2021 SUNs providing evidence of holdings satisfactory to the Information Agent.
Information Agent Contact Details
Lucid Issuer Services Limited
Phone: + 44 20 7704 0880
Attention: Oliver Slyfield / Sunjeeve Patel
Any noteholder who wish to discuss the transactions described in the Lock-up Announcement should contact Evercore Partners International LLP, who are acting as financial advisors to the Company at Project-SyntaxEVR@evercore.com.
Noteholders may wish to contact the Ad Hoc Group via their financial advisors Houlihan Lokey and AXIA Ventures Group Limited.
Houlihan Lokey EMEA, LLP AXIA Ventures Group Limited
Email: ProjectLegendHL@hl.com Email: Project.Legend@axiavg.com
Houlihan Lokey EMEA, LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, and AXIA Ventures Group Limited, which is regulated by the Cyprus Securities and Exchange Commission, are acting exclusively for the members of the Ad Hoc Group in connection with the matters set out in this press release and for no one else and will not be responsible to anyone other than such persons for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this press release.
The completion of the transactions described in the Lock-up Announcement is subject to various conditions, including but not limited to the approval of the transactions and agreement of its terms by prescribed percentages of the Group’s noteholders. Notwithstanding the support of a substantial number of the holders of the 2021 SUNs, there can be no assurance that the transactions will be completed on the terms currently envisaged, or at all.
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.