Share Issue/Capital Change • Sep 30, 2025
Share Issue/Capital Change
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September 30, 2025
"INTRALOT S.A. - INTEGRATED LOTTERY SYSTEMS AND SERVICES" (the "Company") by the decision of the Board of Directors dated 30.09.2025, pursuant to the authorization of the Ordinary General Meeting of Shareholders dated 28.08.2025, decided:
(a) The increase of the Company's share capital (the "Share Capital Increase"),
(i) partially by contribution in kind in the amount of Euro 262,112,121.90 (nominal value) by issuing 873,707,073 new, common, dematerialized, registered voting shares of the Company (the "New Contribution Shares") with an offer price of €0.30 and an issue price of €1.30 each (the "Increase by Contribution"), and
(ii) partially by contribution 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 more than 450,000,000 (the "Cash Increase"), with the abolition of the pre-emptive right of existing shareholders and the possibility of partial coverage,
The final number of shares to be issued from the Cash Increase will be equal to the quotient of the total amount to be raised through the Combined Offering (as defined below), divided by the Offering Price (as defined below) of each New Combined Offering Share (as defined below), as such number will be determined by a subsequent decision of the Board of Directors.
(b) The offering of new shares of the Company from the Cash Increase (the "New Combined Offering Shares" through (i) a public offering in Greece to Private Investors and Specialized Investors, in accordance with Article 1.4.d(b) of Regulation (EU) 2017/1129 of the European Parliament and of the Council, regarding the prospectus to be published for the public offering of securities and the admission to trading on a regulated market (the "Prospectus Regulation") (the "Greek Public Offering"), lasting three (3) business days, and (ii) an institutional private placement outside of Greece that does not constitute a public offering (the "Institutional Offering" and, together with the Greek Public Offering, the "Combined Offering") and the listing, pursuant to Article 1.5.b(a) of the Prospectus Regulation, of all the New Contribution Shares and the New Combined Offering Shares (together, the "New Shares") resulting from the Share Capital Increase on the Regulated Market of the Athens Stock Exchange (the "Listing"), in each case subject to the applicable exemptions from the applicable prospectus requirements. In connection with the Institutional Offering, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE and Jefferies GmbH will act as Joint Global Coordinators and Joint Bookrunners (the "Joint Global Coordinators and Joint Bookrunners"), Barclays Bank Ireland PLC will act as Senior Bookrunner, and Alpha Bank S.A., Ambrosia Capital Hellas Single Member Investment Services S.A., CrediaBank S.A., Euroxx Securities S.A., Optima bank S.A. and Piraeus Bank S.A. will act as Co-Managers.
(c) The determination of a maximum offering price per New Combined Offering Share that will not exceed €1.27 (the "Maximum Offering Price") with the possibility for the Company to revise the Maximum Offering Price downwards in the form of a range (the upper limit of which will not be higher than the Maximum Offering Price) and/or to set a price guidance (which will not be higher than the Maximum Offering Price), in which case the Company will duly and timely inform the investing public with a regulatory announcement that will also be posted on the websites of the Company and the Athens Exchange ("ATHEX").
The final offering price of the New Combined Offering Shares (the "Offering Price") will be determined by the Board of Directors by a subsequent decision, after the close of the Combined Offering book-building period, in consultation with the Joint Global Coordinators and Joint Bookrunners, in any case at a price not higher than the Maximum Offering Price, based on the offers submitted in the book-building process of the Institutional Offering. The Offering Price will be common for the Greek Public Offering and the Institutional Offering and will be notified to the Hellenic Capital Market Commission and published on the D.P.B. (Daily Price Bulletin) of the ATHEX no later than the next business day after the completion of the Greek Public Offering.
If the Cash Increase is not covered by a total amount of net raised funds of at least €350 million (the "Minimum Raising Amount"), resulting in the Company, subject to finding alternative ways to finance the remainder, not being able to pay the cash consideration, as provided for under the terms of the Transaction Agreement dated 18.07.2025 entered into by the Company with Bally's Corporation, the Company reserves the right to cancel the Increase, either in its entirety or only in the part relating to the Cash Increase.
Without prejudice to any cancellation of the Share Capital Increase, as above, if the Cash Increase is not fully covered, the capital will be increased up to the amount of coverage and the Board of Directors will adjust the article of the Articles of Association on capital in accordance with article 28 par. 2 of Law 4548/2018.
(d) The conduct of the Combined Offering during the period from 01.10.2025 to 03.10.2025.
(e) Regarding the Cash Increase, in order to limit to some extent the dilution of existing shareholders' participation in the share capital of the Company after the Increase, the provision of a priority allocation mechanism of new shares of the Company from the Cash Increase to them. Therefore, following the completion of the Greek Public Offering, and the determination of the Offering Price, the final number of New Combined Offering Shares to be issued as well as the final number of New Combined Offering Shares to be offered through the Greek Public Offering based on the above, New Combined Offering Shares will be allocated on a priority basis to existing shareholders on Tuesday 30.09.2025 (the "Record Date" and the "Existing Shareholders") based on the mechanism of Priority Allocation, through only the Greek Public Offering (the "Priority Allocation") . Specifically, only in the Greek Public Offering, a mechanism of Priority Allocation of New Combined Offering Shares to the Existing Shareholders of the Company will be applied, at maximum, on the maximum number of New Combined Offering Shares that have been initially allocated in the Greek Public Offering in proportion to their participation in the existing share capital of the Company that they hold on the Record Date. It is clarified that in the event that the final number of New Combined Offering Shares that will ultimately be allocated in the Greek Public Offering is lower than the above maximum number, the Existing Shareholder will be entitled to participate in the Priority Allocation on this final number. If the subscription of the Existing Shareholder in the Greek Public Offering exceeds the New Combined Offering Shares that are allocated to him/her based on the above, the existing shareholder will be entitled to preferential distribution only in the part corresponding to the New Combined Offering Shares that are allocated to him/her. If fractional shares arise during the Priority Distribution, their number will be rounded to the nearest lower integer. It is clarified that subscriptions by Existing Shareholders for shares less than those allocated based on the above are permissible. It is noted that the Priority Distribution mechanism does not constitute a preemptive right within the meaning of article 26 of Law 4548/2018, and is not subject to negotiation or transfer, in any way.
(f) The Company will use the total net proceeds from the issuance of the New Combined Offering Shares on a priority basis:
(1) in the amount of €300 million for the completion of the acquisition of the company "Bally's Holdings Limited", insofar as it concerns the consideration payable in cash, in accordance with the decision of the Board of Directors of the Company dated 01.07.2025 and the terms of the Transaction Agreement dated 18.07.2025 entered into by the Company with Bally's Corporation, by the Company's wholly owned subsidiary Intralot Holdings UK Ltd, to which the Company will allocate the necessary funds through an increase in its share capital, as well as for related expenses and fees,
(2) in the amount of €90 million. for the repayment of existing borrowings of the Company, and
(3) any surplus, for the working capital of the Company within twelve months.
(g) The authorization of its members to take the necessary actions to complete the process of the Increase, the Combined Offer and the Listing.
More information on the New Shares, the Share Capital Increase and the procedure for participating in the Greek Public Offering and exercising the Priority Allocation Right will be included in the document to be published by the Company pursuant to articles 1.4.d(b) and 1.5.b(a) of Regulation (EU) 2017/1129, in accordance with Annex IX of Regulation (EU) 2017/1129, for the availability of which the investing public will be informed by a further announcement from the Company.
For more information, shareholders may contact the Company's Shareholder Services Department (Mr. Michael Tsagalakis and Mr. Antonios Mandilas, tel. +30 210 6156000).
Peania, 30.09.2025
This announcement constitutes a public disclosure of inside information by the Company under Article 17(1) of Regulation (EU) No 596/2014.
There can be no assurance that the Combined Offering will be completed or, if completed, as to the terms on which it will be completed.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any New Combined Offering Shares, nor will there be any sale of New Combined Offering Shares referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted. The New Combined Offering Shares 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.
It may be unlawful to distribute these materials in certain jurisdictions. These materials are not for distribution in Australia, Japan, Switzerland, Canada, South Africa, United Arab Emirates, Dubai International Financial Centre, Qatar, Singapore, Kuwait, Brazil or USA. The information in these materials does not constitute an offer of securities for sale in Australia, Japan, Switzerland, Canada, South Africa, United Arab Emirates, Dubai International Financial Centre, Qatar, Singapore, Kuwait, Brazil or USA.
This announcement has been prepared on the basis that any offer of the New Combined Offering Shares in any Member State of the European Economic Area ("EEA") (each, a "Relevant Member State"), other than in Greece, will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to publish a prospectus for offers of the New Combined Offering Shares. Accordingly, any person making or intending to make any offer in that Relevant Member State, other than in Greece, of the New Combined Offering Shares which are the subject of the offering contemplated in this document may only do so in circumstances in which no obligation arises for the Company or any of the managers with respect to such securities to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor the managers with respect to such securities have authorized, nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for the Company or any managers of such securities to publish or supplement a prospectus for such offer.
This announcement is only being distributed to, and is only directed at, persons in the United Kingdom that are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation and that also (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) are persons to whom it may otherwise be lawfully communicated or otherwise in circumstances which have not resulted and will not result in an offer to the public of the shares in the United Kingdom within the meaning of the Financial Services and Markets Act 2000(all such persons together being referred to as "relevant persons"). This announcement 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 announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
MiFID II (ECPs and Professional Clients only): Manufacturer target market (MiFID II product governance) is high net worth retail investors, professional investors and eligible counterparties target market (all distribution channels). No PRIIPs key information document (KID) has been prepared as the securities are not available to any retail investor in the EEA (other than in line with the target market).
Each of the managers and any of their respective nominated affiliates are acting for the Company and no one else in connection with any potential offering of securities of the Company and will not be responsible to any other person for providing the protections afforded to their respective clients, or for providing advice in relation to any potential offering of securities of the Company. No person viewing this announcement shall be deemed to be a client of the managers for any purpose.
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