Intralot S.A. Integrated Lottery Systems and Services Announces Launch of €250,000,000 Senior Notes Offering by its Subsidiary Intralot Capital Luxembourg S.A.
ATHENS, Greece, September 14, 2016 /PRNewswire/ --
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 Capital Luxembourg S.A. (the "Issuer"), plans to proceed with an offer of €250,000,000 Senior Notes due 2021 (the "Notes"). The Notes will be guaranteed on a senior unsecured basis by Intralot S.A. (the "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 Maroc SA; Intralot Germany GmbH; Intralot Nederland B.V.; Pollot sp. z o.o.; 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 Holdings S.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.); Intralot Global Holdings B.V. and Intralot Finance Luxembourg S.A.
(Logo: http://photos.prnewswire.com/prnh/20160406/352016LOGO )
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. The following financial institutions will act as Joint Global Coordinators and Joint Bookrunners: J.P. Morgan, Société Générale, BofA Merrill Lynch, Morgan Stanley and Nomura.
Our wholly-owned subsidiary Intralot Finance Luxembourg S.A. will announce today its tender offer (the "Tender Offer") to purchase any and all of the outstanding principal amount of its €276.682.000 9.75% Senior Notes due 2018 (the "Repurchased Notes") not held by us or our related entities at a repurchase price of 105.155% plus accrued and unpaid interest up to (but excluding) the settlement date of the Tender Offer. The Tender Offer will expire on September 20, 2016. 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 (with the addition of cash on hand of the Parent Guarantor and its subsidiaries) to repay 100% of the outstanding principal amount of the Repurchased Notes (including amounts required to settle purchases made pursuant to the Tender Offer), plus the redemption premium and all current and future accrued but unpaid interest to the maturity date of the Repurchased Notes. 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 September 14, 2016, 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 half of 2016 and a trading update for the first half of 2016, please visit our investor relations page: http://www.intralot.com/content/103/investor-relations .
ENQUIRIES
Intralot
Elias Athanasiou
Group IR Director
Tel: +30 210 61 56 000
E-mail: Athanasiou@intralot.com
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.
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 (such directive, as amended, 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 Repurchased
Notes (and tenders of
Repurchased 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 Repurchased 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
persons located
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.
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