Obligation Intralot SA 5.25% ( XS1685702794 ) en EUR

Intralot SA

99.17 % ⇌

Grece

XS1685702794 ( en EUR )

5.25% par an ( paiement semestriel )

15/09/2024

Prospectus brochure de l'obligation Intralot SA XS1685702794 en EUR 5.25%, échéance 15/09/2024

100 000 EUR

500 000 000 EUR

15/09/2024 ( Dans 145 jours )

L'Obligation émise par Intralot SA ( Grece ) , en EUR, avec le code ISIN XS1685702794, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2024

LISTING PROSPECTUS
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES OF AMERICA

Intralot Capital Luxembourg S.A.
500,000,000 5.250% Senior Notes due 2024
guaranteed on a senior basis by
Intralot S.A.--Integrated Lottery Systems and Services
and certain subsidiaries of Intralot S.A.--Integrated Lottery Systems and Services
Intralot Capital Luxembourg S.A., a public limited liability company (société anonyme) organized and existing
under the laws of the Grand Duchy of Luxembourg (the "Issuer"), issued 500.0 million in aggregate principal amount
of its 5.250% Senior Notes due September 15, 2024 (the "Notes").
Interest will be paid on the Notes semi-annually in arrear on March 15 and September 15 of each year,
commencing March 15, 2018. The Notes will mature on September 15, 2024.
The Issuer may redeem all or a part of the Notes at any time on or after September 15, 2020, at the redemption
prices specified herein plus accrued and unpaid interest and additional amounts, if any. Prior to September 15, 2020, the
Issuer will be entitled, at its option, to redeem all or a part of the Notes, at a price equal to 100% of the principal amount
plus accrued and unpaid interest and additional amounts, if any, plus a "make-whole" premium. In addition, prior to
September 15, 2020, the Issuer may redeem at its option up to 40% of the aggregate principal amount of the Notes, using
the proceeds of certain equity offerings at the redemption price set forth herein plus accrued and unpaid interest and
additional amounts, if any. Upon the occurrence of certain events constituting a change of control, the Issuer may be
required to make an offer to repurchase all of the Notes at a redemption price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest and additional amounts, if any. In the event of certain developments affecting
taxation, the Issuer may redeem all, but not less than all, of the Notes.
The Notes are senior obligations of the Issuer and rank pari passu in right of payment to all of the Issuer's
existing and future indebtedness that is not subordinated in right of payment to the Notes and senior in right of payment
to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes. The Notes have
the benefit of an unconditional and irrevocable guarantee (the "Company Guarantee") from Intralot S.A. Integrated
Lottery Systems and Services, a public limited liability company (société anonyme) organized under the laws of the
Hellenic Republic (the "Company" or "Intralot S.A."), and guarantees (subject to certain important limitations as
described elsewhere in this listing prospectus (the "Listing Prospectus") from certain of its subsidiaries (the "Subsidiary
Guarantors" and, together with the Company, the "Guarantors")). The Company Guarantee and the guarantees provided
by the Subsidiary Guarantors (the "Subsidiary Guarantees" and, together with the Company Guarantee, the
"Guarantees") are senior obligations of the Guarantors and rank pari passu in right of payment to all of the Guarantors'
existing and future indebtedness that is not subordinated in right of payment to the Guarantees, including the Syndicated
Facilities (as defined herein), and senior in right of payment to all existing and future indebtedness of the Guarantors that
is subordinated in right of payment to the Guarantees. The Notes and the Guarantees are also effectively subordinated to
all of the existing and future debt of the Company's subsidiaries (other than the Issuer) that do not guarantee the Notes
and to all existing and future secured indebtedness of the Issuer and the Guarantors to the extent of the value of the
property and assets securing such indebtedness.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 23.
This Listing Prospectus constitutes a prospectus for purposes of Part IV of the Luxembourg act dated July 10,
2005 on prospectuses for securities, as amended, and includes information on the terms of the Notes, including
redemption and repurchase prices, covenants and transfer restrictions. The Issuer has applied to have the Notes listed on
the Official List of the Luxembourg Stock Exchange (the "LxSE") and traded on the LxSE's Euro MTF market (the
"Euro MTF Market"), which is not a regulated market within the meaning of Directive 2004/39/EC on markets in
financial instruments.

The Notes were delivered in book-entry form through Euroclear System ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream") on September 20, 2017 (the "Issue Date").
Neither the Notes nor the Guarantees have been or will be registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the Notes and the
Guarantees are being offered and sold in the United States only to qualified institutional buyers ("QIBs") as
defined in, and in reliance on, Rule 144A under the U.S. Securities Act ("Rule 144A") and to non-U.S. persons
outside the United States as defined in Regulation S under the U.S. Securities Act ("Regulation S") in reliance on
Regulation S. Prospective purchasers that are QIBs are hereby notified that the seller of the Notes and the
Guarantees may be relying on the exemption from the registration requirements under the U.S. Securities Act
provided by Rule 144A. See "Important Information" and "Transfer Restrictions" for additional information
about eligible offerees and transfer restrictions.

Price for the Notes: 100.00% plus accrued interest, if any, from the Issue Date.

Global Coordinator and Joint Bookrunner

Morgan
Stanley

Joint Bookrunners
BNP PARIBAS
Citigroup
Deutsche Bank
Nomura
Société Générale
Listing Prospectus dated October 4, 2017.

TABLE OF CONTENTS

Contents
Page

SUMMARY ........................................................................................................................................................................ 1
RISK FACTORS .............................................................................................................................................................. 21
USE OF PROCEEDS ....................................................................................................................................................... 42
CAPITALIZATION ......................................................................................................................................................... 43
SELECTED FINANCIAL INFORMATION ................................................................................................................... 44
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ............................................................................................................................................. 47
INDUSTRY OVERVIEW ................................................................................................................................................ 88
BUSINESS ..................................................................................................................................................................... 103
REGULATION ............................................................................................................................................................... 133
MANAGEMENT ........................................................................................................................................................... 139
PRINCIPAL SHAREHOLDERS ................................................................................................................................... 144
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ............................................................. 145
DESCRIPTION OF OTHER INDEBTEDNESS ........................................................................................................... 146
DESCRIPTION OF THE NOTES .................................................................................................................................. 150
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND CERTAIN
INSOLVENCY LAW CONSIDERATIONS ................................................................................................... 202
CERTAIN LUXEMBOURG INSOLVENCY LAW CONSIDERATIONS WITH RESPECT TO THE ISSUER
AND THE LUXEMBOURG GUARANTOR .................................................................................................. 231
BOOK-ENTRY, DELIVERY AND FORM ................................................................................................................... 237
TAXATION .................................................................................................................................................................... 241
CERTAIN ERISA CONSIDERATIONS ....................................................................................................................... 246
PLAN OF DISTRIBUTION ........................................................................................................................................... 249
TRANSFER RESTRICTIONS ....................................................................................................................................... 251
LEGAL MATTERS ........................................................................................................................................................ 256
INDEPENDENT AUDITORS ....................................................................................................................................... 257
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES .............................................................. 258
LISTING AND GENERAL INFORMATION ............................................................................................................... 261
GLOSSARY ................................................................................................................................................................... 268
FINANCIAL STATEMENTS ........................................................................................................................................ F-1

IMPORTANT INFORMATION
This Listing Prospectus has been prepared by us solely for use in connection with the proposed offering of the
Notes described in this Listing Prospectus and for application for listing particulars to be approved by the LxSE and for
the Notes to be admitted to the Official List of the LxSE and admitted to trading on the Euro MTF Market thereof, and
may only be used for the purposes for which it has been published. No purchaser is authorized to provide information
other than what is contained in this Listing Prospectus and the documents referred to therein.
In making an investment decision, prospective investors must rely on their own examination of our company
and the terms of this offering, including the merits and risks involved. In addition, neither we nor the initial purchasers
nor any of our or their respective representatives is making any representation to you regarding the legality of an
investment in the Notes, and you should not construe anything in this Listing Prospectus as legal, business or tax advice.
You should consult your own advisors as to the legal, tax, business, financial and related aspects of an investment in the
Notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess
or distribute this Listing Prospectus, and you must obtain all applicable consents and approvals; neither we nor the initial
purchasers shall have any responsibility for any of the foregoing legal requirements.
You should base your decision to invest in the Notes solely on information contained in this Listing Prospectus.
Neither we nor the initial purchasers have authorized anyone to provide you with any different information.
We issued the Notes in reliance on an exemption from registration under the U.S. Securities Act for an offer and
sale of securities that does not involve a public offering. If you purchase the Notes, you will be deemed to have made
certain acknowledgments, representations and warranties as detailed under this section. You may be required to bear the
financial risk of an investment in the Notes for an indefinite period. Neither we nor the initial purchasers are making an
offer to sell the Notes in any jurisdiction where the offer and sale of the Notes is prohibited or making any representation
to you that the Notes are a legal investment for you. No action has been, or will be, taken to permit a public offering in
any jurisdiction where action would be required for that purpose.
Each prospective purchaser of the Notes must comply with all applicable laws, rules and regulations in force in
any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or permission
required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction
to which it is subject or in which it makes such purchases, offers or sales, and neither we nor the initial purchasers shall
have any responsibility therefor.
None of the U.S. Securities and Exchange Commission, any U.S. state securities commission or any non-U.S.
securities authority or other authority has approved or disapproved of the Notes or determined if this Listing Prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
We have applied to have the Notes listed on the Official List of the LxSE and traded on the Euro MTF Market,
which is not a regulated market within the meaning of Directive 2004/39/EC on markets in financial instruments.
The Issuer and Guarantors accept responsibility for the information contained in this Listing Prospectus. The
Issuer and Guarantors have made all reasonable inquiries and confirm to the best of their knowledge, information and
belief that the information contained in this Listing Prospectus with regard to the Issuer and Guarantors and their
subsidiaries and affiliates and the Notes is true and accurate in all material respects, that the opinions and intentions
expressed in this Listing Prospectusare honestly held and that the Issuer and Guarantors are not aware of any other facts,
the omission of which, would make this Listing Prospectus or any statement contained herein misleading in any material
respect.
No representation or warranty is made or implied by the initial purchasers or any of their respective affiliates,
and neither the initial purchasers nor any of their respective affiliates make any representation or warranty or accept any
responsibility or any liability, as to the accuracy or completeness of the information contained in this Listing Prospectus
and any other information provided by the Issuer and the Guarantors in connection with the issuance of the Notes. None
of the initial purchasers accepts any responsibility or liability in relation to the information contained in this Listing
Prospectus or any other information provided by the Issuer and the Guarantors in connection with the issuance of the
Notes.
By receiving this Listing Prospectus, investors acknowledge that they have had an opportunity to request for
review, and have received, all additional information they deem necessary to verify the accuracy and completeness of the
information contained in this Listing Prospectus. Investors also acknowledge that they have not relied on the initial
purchasers in connection with their investigation of the accuracy of this information or their decision whether to invest in
the Notes. The contents of this Listing Prospectus are not to be considered legal, business, financial, investment, tax or
i

other advice. Prospective investors should consult their own counsel, accountant and other advisors as to legal, business,
financial, investment, tax and other aspects of a purchase of the Notes. In making an investment decision, investors must
rely on their own examination of the Issuer and the Intralot Group (as defined below), the terms of the offering of the
Notes and the merits and risks involved.
We and the initial purchasers may reject any offer to purchase the Notes in whole or in part, sell less than the
entire principal amount of the Notes offered hereby or allocate to any purchaser less than all of the Notes for which it has
subscribed.
Certain exchange rate information presented in this Listing Prospectus includes extracts from information and
data publicly released by official and other sources. While we accept responsibility for accurately summarizing the
information concerning exchange rates, and as far as we are aware and able to ascertain, no facts have been omitted
which would render this information inaccurate or misleading, we accept no further responsibility in respect of such
information. The information set out in relation to sections of this Listing Prospectus describing clearing and settlement
arrangements, including the section entitled "Book-Entry, Delivery and Form," is subject to change in or reinterpretation
of the rules, regulations and procedures of Euroclear and Clearstream currently in effect. While we accept responsibility
for accurately summarizing the information concerning Euroclear and Clearstream, and, as far as we are aware, and able
to ascertain, no facts have been omitted which would render this information inaccurate or misleading, we accept no
further responsibility in respect of such information.
THE NOTES AND THE GUARANTEES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE U.S. SECURITIES ACT. THE NOTES MAY BE OFFERED OR SOLD WITHIN THE UNITED
STATES ONLY TO QUALIFIED INSTITUTIONAL BUYERS IN RELIANCE ON THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144A AND OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS IN ACCORDANCE WITH REGULATION S. YOU ARE HEREBY NOTIFIED THAT SELLERS OF
THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SECTION 5 OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A.
The Notes and the Guarantees are subject to restrictions on transferability and resale and may not be transferred
or resold except as permitted under the U.S. Securities Act and applicable securities laws of any other jurisdiction
pursuant to registration or exemption therefrom. Prospective purchasers should be aware that they may be required to
bear the financial risks of this investment for an indefinite period of time. See "Transfer Restrictions."
IN CONNECTION WITH THIS OFFERING OF NOTES, MORGAN STANLEY &
CO.
INTERNATIONAL PLC (THE "STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, OVER-ALLOT
NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO STABILIZING OR MAINTAINING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER WILL
UNDERTAKE ANY SUCH STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF
COMMENCED, MAY BEGIN ON OR AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE
FINAL TERMS OF THE OFFERING OF THE NOTES AND MAY BE ENDED AT ANY TIME, BUT IT MUST
END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE DATE ON WHICH THE
ISSUER RECEIVED THE PROCEEDS OF THE ISSUE AND 60 CALENDAR DAYS AFTER THE DATE OF
ALLOTMENT OF THE NOTES.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Listing Prospectus has been prepared on the basis that any offer of Notes in any member state of the
European Economic Area ("EEA") which has implemented the Prospectus Directive (each, a "Relevant Member State")
will be made pursuant to an exemption under the Prospectus Directive (as defined below), as implemented in that
Relevant Member State, from the requirement to produce a prospectus for offers of Notes. Accordingly, any person
making or intending to make any offer within that Relevant Member State of Notes, which are the subject of the offering
contemplated in this Listing Prospectus, may only do so in circumstances in which no obligation arises for the Issuer or
the initial purchasers to produce a prospectus for such offer. Neither the Issuer nor the initial purchasers have authorized,
nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or
the initial purchasers to publish a prospectus for such offer. Neither the Issuer nor the initial purchasers have authorized,
nor do they authorize, the making of any offer of Notes through any financial intermediary, other than offers made by the
initial purchasers, which constitute the final placement of Notes contemplated in this Listing Prospectus. The expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in
the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
ii

NOTICE TO INVESTORS IN LUXEMBOURG
The terms and conditions relating to this Listing Prospectus have not been approved by and will not be
submitted for approval to the Luxembourg Financial Sector Regulator (Commission de Surveillance du Secteur
Financier) for purposes of a public offering or sale in the Grand Duchy of Luxembourg. Accordingly, the Notes may not
be offered or sold to the public in the Grand Duchy of Luxembourg, directly or indirectly, and neither this Listing
Prospectus nor any other circular, prospectus, form of application, advertisement or other material may be distributed, or
otherwise made available in or from, or published in the Grand Duchy of Luxembourg, except for the sole purpose of the
admission to trading of the Notes on the Euro MTF Market and listing on the Official List of the LxSE and except in
circumstances that do not constitute an offer of securities to the public in accordance with the Luxembourg Act of
July 10, 2005 on prospectuses for securities, as amended from time to time, and implementing the Prospectus Directive.
Consequently, this Listing Prospectus and any other offering circular, prospectus, form of application,
advertisement or other material may only be distributed (i) to Luxembourg qualified investors as defined in the
Luxembourg Act of July 10, 2005 on prospectuses for securities, as amended, (ii) to no more than 149 prospective
investors, which are not qualified investors and (iii) in any other circumstance contemplated by the Luxembourg Act of
July 10, 2005 on prospectus for securities, as amended from time to time and implementing the Prospectus Directive.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This Listing Prospectus is for distribution only to persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high
net worth companies, unincorporated associations etc") of the Financial Promotion Order, (iii) are outside the United
Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of the Notes may
otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as
"relevant persons"). This Listing Prospectus is directed only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to which this Listing Prospectus relates is
available only to relevant persons and will be engaged in only with relevant persons.
NOTICE TO INVESTORS IN THE NETHERLANDS
Any Notes will only be offered in the Netherlands to qualified investors as defined in the Financial Supervision
Act (Wet op het financieel toezicht).
NOTICE TO INVESTORS IN ITALY
No action has been or will be taken which could allow an offering of the Notes to the public in the Republic of
Italy within the meaning of Article 1, paragraph 1, letter t) of Legislative Decree No. 58 of February 24, 1998, as
subsequently amended (the "Italian Financial Act"). Accordingly, the Notes may not be offered or sold directly or
indirectly in the Republic of Italy, and neither this Listing Prospectus nor any other offering circular, prospectus, form of
application, advertisement, other offering material or other information relating to the Issuer, the Guarantors, the Notes or
the Notes Guarantees or the Collateral may be issued, distributed or published in the Republic of Italy, except under
circumstances that will result in compliance with all applicable laws, orders, rules and regulations. The Notes cannot be
offered or sold in the Republic of Italy either on the primary or on the secondary market to any natural persons nor to
entities other than qualified investors (investitori qualificati) as defined pursuant to Article 100 of the Italian Financial
Act and Article 34-ter, paragraph 1, letter b) of Regulation No. 11971 of May 14, 1999 as amended (the "Issuers
Regulation") issued by the Commissione Nazionale per le Societá e la Borsa ("CONSOB") or unless in circumstances
which are exempt from the rules on public offers pursuant to Article 100 of the Italian Financial Act and the
implementing CONSOB regulations, including the Issuers Regulation.
The Notes may not be offered, sold or delivered and neither this Listing Prospectus nor any other material
relating to the Notes may be distributed or made available in the Republic of Italy unless such offer, sale or delivery of
Notes or distribution or availability of copies of this Listing Prospectus or any other material relating to the Notes in Italy
is made in one of the following ways: (a) by investment firms, banks or financial intermediaries permitted to conduct
such activities in Italy in accordance with Legislative Decree No 385 of September 1, 1993 as amended, the Italian
Financial Act, CONSOB Regulation No. 16190 of October 29, 2007 as amended and any other applicable laws and
regulations; and (b) in compliance with all relevant Italian securities, tax and exchange control and other applicable laws
and regulations and any other applicable requirement or limitation which may be imposed from time to time by
CONSOB or the Bank of Italy or other competent authority. Any investor purchasing the Notes is solely responsible for
ensuring that any offer or resale of the Notes by such investor occurs in compliance with applicable laws and regulations.
iii

THIS LISTING PROSPECTUS CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
iv

FORWARD-LOOKING STATEMENTS
This Listing Prospectus contains forward-looking statements and other information that involves risks,
uncertainties and assumptions. The words "anticipate," "assume," "believe," "estimate," "expect," "intend," "may,"
"plan," "project," "should" and similar expressions are used to identify forward-looking statements. Forward-looking
statements are statements that are not historical facts; they include statements about our beliefs and expectations and the
assumptions underlying them, including, without limitation, statements regarding our future financial position, risks and
uncertainties related to our business, strategy, capital expenditure, projected costs and our plans and objectives for future
operations. These statements are based on plans, estimates and projections as they are currently available to our
management. Forward-looking statements therefore speak only as of the date they are made, and we undertake no
obligation to update any of them in light of new information or future events. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove
to be correct.
By their very nature, forward-looking statements involve risks and uncertainties. These statements are based on
our management's current expectations and are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking statements. Actual results may differ from those
set forth in the forward-looking statements as a result of various factors (including, but not limited to, future global
economic conditions, changed market conditions affecting the gaming industry, intense competition in the markets in
which we operate and costs of compliance with applicable laws, regulations and standards, diverse political, legal,
economic and other conditions affecting our markets, the cost and availability of adequate insurance coverage and
financing, changes in interest rates and other factors beyond our control).
Changing factors, risks and uncertainties that could affect us include, without limitation:
·
changes in government regulations and oversight in the jurisdictions in which we operate, including new
and increased taxation;
·
risks posed by illegal betting;
·
our relationships with government authorities;
·
changes in consumer preferences;
·
challenges due to public perception of legalized gambling;
·
increased competition in the gaming industry;
·
slow growth or declines in sales of lottery and gaming products and services;
·
reliance on government licenses;
·
our ability to realize benefits of our local partnerships or other strategic investments;
·
risks to our reputation posed by our local partners;
·
our compliance with anti-corruption laws and regulations and economic sanction programs;
·
changes in market trends including technological changes and the changing technological demands and
preferences of our customers;
·
risk relating to failure to respond to technological changes or satisfy future technology demands of our
customers;
·
non-renewal or termination of material contracts and licenses;
·
failure to accurately determine odds and failure of our risk management processes;
·
seasonality of sports schedules;
·
losses with respect to individual events or betting outcomes;
v

·
currency fluctuations and changes in interest rates;
·
customers may manage their operations in-house;
·
our ability to maintain and enhance our brand;
·
changes in global or regional economic conditions;
·
impact of Brexit;
·
capital controls in Greece;
·
our ability to expand successfully in certain markets;
·
dependence on third party suppliers and manufacturers;
·
legal, administrative and arbitration proceedings;
·
penalties related to failure to perform under licenses and contracts;
·
our ability to attract and retain qualified personnel;
·
impact of labor disputes or matters;
·
our ability to protect our intellectual property rights or our infringements of third party rights;
·
our systems are subject to network interruptions and security breaches;
· player
fraud;
·
defects or other claims related to our products;
·
diversion of capital to pay for our contracts and licenses; and
·
property loss and unforeseen business interruptions.
Should one or more of such risks and uncertainties materialize, or should any underlying assumptions prove
incorrect, actual outcomes may vary materially from those indicated in the applicable forward-looking statements. Any
forward- looking statement or information contained in this Listing Prospectus speaks only as of the date the statement
was made.
All of the forward-looking statements made by us herein and elsewhere are qualified in their entirety by the risk
factors and statements discussed in "Risk Factors" and "Management's Discussion and Analysis of Our Financial
Condition and Results of Operations." These risk factors and statements describe circumstances that could cause actual
results to differ materially from those contained in any forward-looking statement in this Listing Prospectus. The risks
described in the "Risk Factors" section in this Listing Prospectus are not exhaustive. Other sections of this Listing
Prospectus describe additional factors that could adversely affect our business, financial condition or results of
operations. Moreover, we operate in a very competitive and rapidly changing environment. We may face new risks from
time to time, and it is not possible for us to predict all such risks; nor can we assess the impact of all such risks on our
business or the extent to which any factor, or combination of factors may cause actual results to differ materially from
those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue
reliance on forward-looking statements as a prediction of actual results.
The Issuer, the Guarantors and the initial purchasers assume no obligation to update any of the forward-looking
statements after the date of this Listing Prospectus to conform those statements to actual results, subject to compliance
with all applicable laws. The Issuer, the Guarantors and the initial purchasers assume no obligation to update any
information contained in this Listing Prospectus or to publicly release any revisions to any forward-looking statements to
reflect events or circumstances, or to reflect that the Issuer or the Guarantors became aware of any such events or
circumstances, that occur after the date of this Listing Prospectus.
vi

CERTAIN DEFINED TERMS AND CONVENTIONS
In this Listing Prospectus, the term "Issuer" refers to Intralot Capital Luxembourg S.A. with its registered office
in Luxembourg. The term "Company" refers to Intralot S.A. with its registered office in Greece. The terms "we," "us,"
"our" and the "Intralot Group" refer to Intralot S.A. together with its subsidiaries.
References to management, directors and executive officers refer to the management, directors and executive
officers of the Issuer or the Company, as the context requires. References to the "United States," "US" or "U.S." in this
Listing Prospectus shall be to the United States of America, its territories and possessions, any State of the United States
and the District of Columbia.
In addition, the following terms used in this Listing Prospectus have the meanings assigned to them below:
2018
Notes
.......................................
325.0
million in aggregate principal amount of 9.75% senior notes due
August 15, 2018 issued by Intralot Finance Luxembourg S.A. on August 8, 2013,
which were entirely purchased and redeemed by Intralot Finance Luxembourg S.A.
during the second half of 2016.
May 2021 Notes ............................... 250.0 million in aggregate principal amount of 6.00% senior notes due May 15,
2021 issued by the Issuer on May 8, 2014, of which 250.0 million was
outstanding as of June 30, 2017 and is expected to be redeemed by the Issuer using
the proceeds from the offering of the Notes and on the terms specified in the
indenture relating to the May 2021 Notes and subject to certain conditions.
September 2021 Notes ..................... 250.0 million in aggregate principal amount of 6.75% senior notes due
September 15, 2021 issued by the Issuer on September 23, 2016, of which
250.0 million was outstanding as of June 30, 2017.
Company Guarantee ........................ The unconditional and irrevocable guarantee provided by Intralot S.A. on the
Notes.
EBIT ................................................ Earnings before interest and tax.
EBITDA ........................................... Earnings before interest, tax, depreciation and amortization.
Euro MTF Market ............................ An exchange-regulated market under the aegis of the LxSE, which is not an
EU-regulated market within the meaning of Directive 2004/39/EC on markets in
financial instruments. The Notes are expected to be admitted to trading on the Euro
MTF Market.
Guarantors ....................................... The Subsidiary Guarantors and the Company.
Guarantees ....................................... The Company Guarantee and the Subsidiary Guarantees.
IAS ................................................... International Accounting Standards.
IFRS ................................................. International Financial Reporting Standards as endorsed by the European Union.
Indenture .......................................... The indenture to be dated as of the issue date of the Notes, between, among others,
the Issuer, the Company, the Subsidiary Guarantors and the Trustee for the Notes,
as supplemented from time to time.
Local Credit Facilities ...................... Our existing local credit facilities, as described more fully under "Capitalization"
and "Description of Other Indebtedness."
LxSE ................................................ The Luxembourg Stock Exchange (Bourse de Luxembourg).
Revolving Facility ........................... 86.1 million revolving facility entered into by Intralot Finance UK Ltd due 2019.
Standby Revolving Facility ............. 40.0 million standby revolving facility entered into by Intralot Finance UK Ltd
due 2019.
Syndicated Facilities ........................ The Term Facility together with the Revolving Facility and the Standby Revolving
Facility, which are expected to be repaid using the proceeds of the Notes.
Term Facility ................................... 98.9 million term facility entered into by Intralot Finance UK Ltd due 2019,
which is expected to be repaid using the proceeds of the Notes and subsequently
cancelled.
Notes ................................................ 500.0 million in aggregate principal amount of 5.250% senior notes due 2024,
described more fully under "Description of the Notes," being offered pursuant to
this Listing Prospectus and to be issued under the Indenture.
Oceania ............................................ Our businesses in Australia and New Zealand.
Purchase Agreement ........................ Agreement entered into among the Issuer, the Guarantors and the initial purchasers
dated on or about the date of pricing, under the terms and conditions of which the
Issuer has agreed to sell the Notes to the initial purchasers, and, subject to certain
conditions contained therein, the initial purchasers have, severally and not jointly,
agreed to purchase the principal amount of the Notes, as set forth in the "Plan of
Distribution."
QIBs ................................................. Qualified institutional buyers as defined in Rule 144A under the U.S. Securities
Act.
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