INTRALOT S.A. Integrated Lottery Systems and Services today announced the successful pricing of an offering of €500 million, 7-year Senior Notes due 2024 with a coupon of 5.25%, (the “Notes”), to be issued by its indirect subsidiary INTRALOT Capital Luxembourg S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg. Morgan Stanley acted as Sole Global Coordinator and Joint Bookrunner in the transaction.

More than 170 international institutional investors from Europe and North America participated in the Offering which was 3x oversubscribed with tenders exceeding €1.5 billon. Due to a strong international market performance, the originally planned offering size of €450 million was upsized by €50 million. The Notes were offered at an issue price of 100.000% and guaranteed by INTRALOT S.A. (the “Parent Guarantor”) and certain of its subsidiaries.

The Notes are expected to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF market. BNP PARIBAS, Citigroup, Deutsche Bank, Nomura and Societe Generale acted as Joint Bookrunners.

The proceeds from the offering of the Notes will be used to fully redeem the Issuer’s existing 6.00% senior notes due 2021, repay the outstanding syndicated facilities, pay fees and expenses related thereto and to the offering and for general corporate purposes.

This offering successfully concludes a debt reprofiling process initiated in early 2014 which has reduced INTRALOT’s funding cost from 8.25% to 5.75% with a simultaneous extension of average debt life from 3.5 to 6 years.

Mr. Antonios Kerastaris, INTRALOT Group Chief Executive Officer, stated:

“With today’s pricing of our bonds the debt markets reaffirmed, in the most emphatic manner, their trust in INTRALOT and its long term prospects. An impressive transformation of INTRALOT’s debt profile has been concluded today, in terms of size, pricing and maturity. We are particularly pleased by the great demand and caliber of investors who signed up today and thank them for their massive and long term pledge of confidence in our company.

We will continue, with an unwavering commitment to INTRALOT’s growth, based on our people and products, in the direction of innovation and progress, creating value for our customers and shareholders.”

 

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 offer or 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:

(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.

No offering document of the Notes has been approved by the Hellenic Capital Markets Commission.