Prospectus • Oct 1, 2025
Prospectus
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THIS ANNOUNCEMENT IS NOT ADDRESSED TO, AND WILL NOT BE ACCESSBLE BY, PERSONS IN THE UNITED STATES OR BY PERSONS RESIDING OR ESTABLISHED IN AUSTRALIA, JAPAN, SWITZERLAND, CANADA, SOUTH AFRICA, UNITED ARAB EMIRATES, DUBAI INTERNATIONAL FINANCIAL CENTRE, QATAR, SINGAPORE, KUWAIT, BRAZIL OR ANY OTHER JURISDICTION WHERE AN EXTENSION OF THE AVAILABILITY OF THIS ANNOUNCEMENT WOULD CONSTITUTE A VIOLATION OF ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSE WITHIN SUCH JURISDICTION.
The Document has been prepared for the purpose of Article 1(4).(db) and article 1(5) (ba) of Regulation (EU) 2017/1129 (the "Regulation"), regarding (a) the Greek Public Offering of no less than 73,500,000 and no more than 94,500,000New Combined Offering Shares (as each defined below) and (b) the admission to trading of all New Shares on the Regulated Market of the Athens Stock Exchange ("ATHEX") pursuant to the decision of the Board of Directors of INTRALOT S.A. - INTEGRATED LOTTERY SYSTEMS AND SERVICES (the "Intralot" or the "Company") dated 30.09.2025.
Specifically, by virtue of the decision of the Board of Directors of the Company dated 30.09.2025, in exercise of the authorization granted to it by the decision of the Annual General Meeting of the shareholders of the Company dated 28.08.2025, the Board of Directors of the Company (the "Board of Directors") decided, inter alia:
(i) in part for a contribution in kind in the amount of Euro 262,112,121.90 (nominal value) through the issuance of 873,707,073 new, common, dematerialized, registered shares with voting rights of the Company with a nominal value of €0.30 and an Issue Price of €1.30 each (the "Increase with Contribution"), and
(ii) in part by payment in cash in an amount not less than €105,000,000 (nominal value) nor more than €135,000,000 (nominal value) by issuing new, common, dematerialized, registered voting shares of the Company, with a nominal value of €0.30 each, the number of which will not be less than 350,000,000 nor greater than 450,000,000 (the "Cash Increase"),
by abolishing the pre-emptive right of existing shareholders, and with the possibility of partial coverage,
i.e. in total, in the case of the issue of the maximum number of shares from the Cash Increase, by the amount of Euro 397,112,121.90 with the issue in total, in the case of the issue of the maximum number of shares from the Cash Increase 1,323,707,073 of new common, dematerialized, registered voting shares of a nominal value of 0.30 Euro each.
The final number of shares issued by the Cash Increase will be calculated by dividing the total amount raised through the Combined Offering (as defined below) over the Offer Price (as defined below) of each New Combined Offering Share (as defined below), as determined by a subsequent decision of the Board of Directors.
II. The issue of new shares of the Company from the Cash Increase (the "New Combined Offering Shares" through (i) a public offering in Greece to Retail Investors and Qualified Investors, in accordance with article 1.4.db) of Regulation (EU) 2017/1129 of the European Parliament and of the European Council, regarding the prospectus to be published during the public offering of securities and at the admission to trading on a regulated (the "Prospectus Regulation"), with a duration of three (3) working days (the "Greek Public Offering"), and (ii) a private placement abroad that does not constitute a public offering (the "International Offering" and together with the Greek Public Offering, the "Combined Offering") and the listing, in accordance with article 1.5.ba) of the Prospectus Regulation, of all the shares resulting from the Increase (the "New Shares") on the Regulated Market of the Athens Stock Exchange (the "Listing"), in any case subject to the applicable exemptions from the prospectus requirements.
III. The setting of a maximum offer price per New Combined Offering Share that will not exceed €1.27 (the "Maximum Offer Price") with the possibility for the Company to proceed to a downward revision of the Maximum Offer Price in the form of a range (the upper limit of which will not be higher than the Maximum Offer Price) and/or to set price guidance (which will not be higher than the Maximum Offer Price); in which case the Company will duly and timely inform the investing public by means of a regulatory announcement that will also be posted on the websites of the Company and the Athens Stock Exchange.
The final offer price of the New Combined Offering Shares (the "Offer Price") will be decided by the Board of Directors by a subsequent decision, after the expiration of the Combined Offering, in any case at a price not exceeding the Maximum Offer Price, based on the offers that will be submitted in the book-building process of the International Offering. The Offer Price will be common for the Greek Public Offering and the International Offering and will be notified to the Hellenic Capital Market Commission and will be published in the ATHEX Statistical Bulletin no later than the next working day after the completion of the Public Offering.
The total difference between the nominal value of the New Combined Offering Shares and their Offer Price will be credited to the share premium account.
If the Cash Increase is not covered in a total amount of net funds raised of at least €350 million,
resulting in the Company not being able, subject to the Company finding alternative ways of financing the remaining amount, to pay the price in cash, as provided for in the terms of the Transaction Agreement dated 18.07.2025 concluded between the Company and Bally's Corporation, the Company reserves the right to cancel the Increase, either in whole or only in the part relating to the Cash Increase.
Without prejudice to any cancellation of the Increase, as above, if the Cash Increase is not fully covered, the capital will increase up to the amount of coverage and the Board of Directors will adjust the article of the Articles of Association on share capital, in accordance with article 28 par. 2 of Law 4548/2018.
It is noted that New Combined Offering Shares will be allocated to existing shareholders as at Tuesday 30.09.2025 on the basis of a Priority Allocation mechanism through the Greek Public Offering, as described in the " Procedure For The Allocation Of The Public Offering" section of the Document.
Information regarding investor participation process in the Greek Public Offering is set out in section XI. "Terms and Conditions of the Public Offer" of the Document.
| Date | Fact |
|---|---|
| 30.09.2025 | Submission of the Document to the HCMC |
| 30.09.2025 | Record Date |
| 30.09.2025 | Publication of the Document on the Athens Stock Exchange and the Company's websites, the Coordinators and Company Advisors and the Placement Agents |
| 30.09.2025 | Publication of the announcement for the invitation to investors and the commencement of the Greek Public Offering |
| 01.10.2025 | Commencement of the Greek Public Offering |
| 03.10.2025 | End of the Greek Public Offering |
| 06.10.2025 | Announcement of the Offer Price |
| 08.10.2025 | Free-up of retail investors' funds and payment of allocated shares by qualified investors |
| 08.10.2025 | Decision of the Board of Directors regarding the certification of the payment to the Company of the funds raised in the context of the Increase, in so far as it concerns the Increase by Contribution from the Board of Directors of the Company and in so far as it |
Set out below is the expected timetable for the completion of the Greek Public Offering and the Listing of the Company's New Shares on the Regulated Market of the Athens Stock Exchange:
| Date | Fact |
|---|---|
| concerns the Cash Increase with a report by a certified auditor, accountant or auditing firm, under the care of the Board of Directors of the Company |
|
| 08.10.2025 | Announcement regarding the outcome of the Combined Offering on the ATHEX Statistical Bulletin and the Company's website |
| 08.10.2025 | Approval by the competent committee of the Athens Stock Exchange of the admission to trading of the New Shares |
| 08.10.2025 | Announcement regarding the date of commencement of trading of the New Shares on the Daily Statistical Bulletin of the Athens Stock Exchange and on the Company's website |
| 09.10.2025 | Commencement of trading of the New Shares |
It is noted that the above timetable depends on several unpredictable factors and may change. In this case, there will be information to the investing public on the ATHEX and the Company's website.
Further information on the Increase and the Greek Public Offering is included in the Document, which does not constitute a prospectus within the meaning of the Regulation and, therefore, has not been subject to review and approval by the Hellenic Capital Market Commission.
The Document has been drawn up in accordance with Article 1(4)(d) and Article 1(5)(ba) of the Regulation and the requirements set out in Annex IX to the Regulation.
The Document may be requested by investors in electronic form on the following websites:
In addition, during the period of the Greek Public Offering, a copy of the Document will be provided in electronic form to any potential investor, upon request and free of charge, by the Company, Piraeus Bank, Alpha Bank, Optima Bank, CrediaBank, Ambrosia Capital Hellas Securities S.A. and EUROXX Securities S.A.
For more information, shareholders can contact the Company's Shareholder Services Department, at the email [email protected] and [email protected] to the attention of Mr. Michael Tsagalakis and Mr. Antonios Mandylas tel. +302106156000.
The information contained in this announcement is for background purposes only and does not purport to be full or complete.
Neither this announcement nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any New Combined Offering Shares except on the basis of the information contained in the Document.
This announcement has been prepared for information purposes only and does not constitute or form a part of any offer of securities for sale or solicitation of an offer to purchase or subscribe for securities in any jurisdiction in which such offers or sale are unlawful, including the United States, Japan, Switzerland, Canada, South Africa, United Arab Emirates, Dubai International Financial Centre, Qatar, Singapore, Kuwait, Brazil, or in any jurisdiction in which such offers or sales are unlawful or constitute a breach of any applicable regulations (the "Excluded Territories"). The New Combined Offering Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, registration under the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. The New Combined Offering Shares may be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the US Securities Act, and outside the United States in offshore transactions in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States. Further, the New Combined Offering Shares referred to herein will not be registered and may not be offered or sold under any applicable securities laws of any state, province, territory, country or jurisdiction of the Excluded Territories. Accordingly, unless an exemption under relevant securities laws is applicable, any such New Combined Offering Shares may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such Offer Shares in, the relevant jurisdiction.
Any offer of New Combined Offering Shares in any member state of the European Economic Area (the "EEA") (each a "Member State") (with the exception of Greece) will be made pursuant to an exemption under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the "Prospectus Regulation") from the requirement to publish a prospectus for offers of shares. As a consequence, the New Combined Offering Shares may only be offered and sold in any Member State pursuant to an exemption under the Prospectus Regulation. In any member state of the EEA, other than Greece, that has implemented the Prospectus Regulation (each a "Relevant Member State"), the announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors").
Any offer of the New Combined Offering Shares in the United Kingdom will be made pursuant to an exemption under the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") from the requirement to publish a prospectus for offers of shares. As a consequence, the New Combined Offering Shares may only be offered and sold in the United Kingdom pursuant to an exemption under the UK Prospectus Regulation. In the United Kingdom, the announcement is being distributed only to, and is directed only at, "qualified investors" within the meaning of Regulation 2(e) of the UK Prospectus Regulation as amended and supplemented (including by the UK Prospectus Amendment Regulations 2019 and Financial Services and Market Act 2000 (Prospectus) Regulation 2019), who are also persons: (i) who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"); (ii) who are high net worth bodies corporate, unincorporated associations and partnerships or the trustee of high value trusts falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise lawfully be communicated.
The offering οf the New Combined Offering Shares may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Combined Offering will proceed to closing and that the listing will occur.
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