INFORMATION MEMORANDUM FOR THE MANDATORY TENDER OFFER OF «PE SUB HOLDINGS, LLC» ADDRESSED TO THE SHAREHOLDERS OF THE SOCIÉTÉ ANONYME «INTRALOT S.A. - INTEGRATED LOTTERY SYSTEMS AND SERVICES» FOR THE PURCHASE OF ALL OF THE ORDINARY, REGISTERED VOTING SHARES OF THE COMPANY, FOR THE CONSIDERATION OF €1.07 PER SHARE IN CASH
IMPORTANT NOTICE
Mandatory Tender Offer launched for the possible acquisition of all registered, ordinary, voting shares (the Offer) of the Greek société anonyme under the corporate name “INTRALOT S.A. - INTEGRATED LOTTERY SYSTEMS AND SERVICES” (the Company) by «PE SUB HOLDINGS, LLC», member of the Bally’s group of companies (the Offeror).
THIS SECTION OF THE WEBSITE (THE MICROSITE) ΜΑΥ CONTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE INFORMATION) PUBLISHED BY THE COMPANY AND/OR THE OFFEROR, HOSTED ON THIS MICROSITE BY GOLDMAN SACHS BANK EUROPE SE (GS) ACTING AS FINANCIAL ADVISER TO THE OFFEROR PURSUANT TO ARTICLE 12 OF GREEK LAW 3461/2006, IN CONNECTION WITH THE OFFER. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU ARE LOCATED, IT MAY AFFECT YOUR RIGHTS. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE AMENDED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THIS WEBPAGE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART AT THE SOLE DISCRETION OF GS.
ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE WEBSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS 'DISAGREE' AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER.
THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE OFFER IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION (A RESTRICTED JURISDICTION) AND UNLESS OTHERWISE DETERMINED BY GS AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
Basis of Access
The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to so would violate the law of a Restricted Jurisdiction. In particular, the information contained on this Microsite is not intended to, and does not, constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.
Responsibility
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither GS nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. GS reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, GS accepts no responsibility for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither GS nor any of its affiliates have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website that may be linked to this Microsite by a third party.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from a person authorised to provide investment advice within the meaning of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (MiFID II), as transposed in each EU member state or, if you are located outside the European Economic Area, from an appropriately authorised financial adviser.
The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant any further disclosure document(s) published by the Company and/or the Offeror /or GS acting as Financial Adviser to the Offeror pursuant to Article 12 of Greek Law 3461/2006 .
Recipients should not construe the contents of this Microsite as legal, tax, regulatory, financial or accounting advice and are urged to consult with their own advisers in relation to such matters. Unless as otherwise stated herein, the Information speaks only as of the date indicated thereof and the information and opinions contained therein may change, subject, albeit, to the mandatory disclosure rules applicable to the Offer. No responsibility or liability is accepted by any person for any of the information or for any action taken by you or any of your officers, employees, agents or associates on the basis of such information.
GS, which is authorised and regulated by the European Central Bank and the Federal Financial Supervisory Authority (Die Bundesanstalt für Finanzdienstleistungsaufsicht) and Deutsche Bundesbank in Germany, is acting exclusively as financial adviser to the Offeror and no one else in connection with the Offer and shall not be responsible to anyone other than the Offeror for providing the protections afforded to clients of GS nor for providing advice in connection with the Offer, the contents of this Microsite, and the Information. Neither GS nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of GS in connection with the contents of this Microsite, the Information and the Offer.
Overseas Persons
Viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.
Any person who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view materials on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice. Neither the Offeror nor GS nor any of their advisers accepts responsibility for any violation by any person of these restrictions.
Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
Important information for US investors
The Offer is made for the shares of the Company, a Greek société anonyme, and is subject to Greek disclosure and procedural requirements, which may be different from those of the United States. The Offer is made to shareholders of the Company domiciled in the United States in reliance on and compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) and Regulation 14E thereunder, subject to the “Tier II” exemptions provided by Rule 14d-1(d) under the Securities Exchange Act, and otherwise in compliance with the disclosure and procedural requirements of Greek law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the Offer Consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offer procedures. Holders of the shares of the Company domiciled in the United States (the “U.S. Residents”) are encouraged to consult with their own advisors regarding the Offer.
The Company’s financial statements and all financial information included herein concerning the Company and its group have been prepared in accordance with IFRS, issued by the International Accounting Standards Board and endorsed by the European Union, and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.
The Offer is made to the U.S. Residents on the same terms and conditions as those made to all other shareholders of the Company to whom an offer is made. Any information documents, including any tender offer document, are being disseminated to U.S. Residents on a basis comparable to the method pursuant to which such documents are provided to the Company’s other shareholders.
The Offer, which is subject to Greek law, is being made to the U.S. Residents in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Residents and thus will not give rise to claims on the part of any other person. The U.S. Residents should consider that the price for the Offer is being paid in euros and that no adjustment will be made based on any changes in the exchange rate.
To the extent permissible under applicable law or regulations, the Offeror’s advisors and its advisors’ affiliates may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase Shares of the Company outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such Shares. These purchases may occur outside the United States either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent Information about such purchases or arrangements is made public in Greece, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Residents of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in the manner required under applicable Greek or U.S. law, rules or regulations.
The receipt of the Offer Consideration pursuant to the Offer by a U.S. Resident may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant Greek rules, which differ from the U.S. payment and settlement procedures, particularly with regard to the date of payment of consideration. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither the Offeror nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED UPON THE MERITS OR FAIRNESS OF THE OFFER OR DETERMINED WHETHER THE OFFER INFORMATION MEMORANDUM IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
Forward-looking Statements
This Microsite may contain certain forward-looking statements with respect to the Offer and the financial condition, results of operations and business of, the Company or the Offeror and certain plans and objectives of the Offeror with respect to them.
These forward-looking statements may be identified by the fact that they do not relate only to historical or current facts but to expectations or projections of future events, results and circumstances that may or may not occur in the future, and by use of forward-looking terminology such as “aim,” “anticipate,” “assume,” “believe,” “can have,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “risk,” “should,” “suggest,” “will,” “would,” and similar language or the negative thereof or similar expressions that are projections of or indicate future events or future trends. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause the Company group’s and the Offeror’s group’s actual results, performance or achievements to be materially different from those expressed in, or implied by, such forward-looking statements. You are cautioned that forward-looking statements are not guarantees of future performance and that due to various risks, uncertainties and assumptions, any change of plans or targets based on market circumstances, actual events or results or the actual performance of the Company’s group or the Offeror’s group, developments in the industries in which the above groups will operate, future capital expenditures and acquisitions, as well as any disruption in general economic and business conditions, particularly in geographic areas where business may be concentrated, may differ materially from those reflected or contemplated in such forward-looking statements or projections.
Forward-looking statements are not historical facts but are based on certain assumptions of management regarding the Company’s Group’s and the Offeror’s Group’s present and future business strategies and the environment in which each will operate, which the management believes to be reasonable but are inherently uncertain, and describe the Groups’ respective future operations, plans, strategies, objectives, goals and targets and expectations and future developments in the markets.
No representation, express or implied, is made or will be made by the Company’s Group or the Offeror’s Group (or, in each case, any of their respective affiliates, members, directors, officers, employees, advisors, consultants, agents, co-investors and representatives), that any forward looking statements will be achieved or will prove to be correct. The actual future business, financial condition, results of operation and prospects could vary materially from the forward-looking statements.
As a result, you should not rely on these forward-looking statements. All forward-looking statements apply only as of the date hereof and we undertake no obligation to update this information. Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company. No representation is made in this Microsite that includes, or amounts to, an investment recommendation, either personalised or generic, or a proposal to enter into any transaction.
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