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Intralot S.A.

Share Issue/Capital Change Oct 8, 2025

2695_rns_2025-10-08_c93b805d-9dc1-43fb-ad4f-2a06fe88991a.pdf

Share Issue/Capital Change

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INTRALOT S.A. - INTEGRATED LOTTERY SYSTEMS AND SERVICES

ANNOUNCEMENT TO INVESTORS – OUTCOME OF THE OFFERING OF NEW, COMMON, REGISTERED, DEMATERIALISED, VOTING SHARES OF " INTRALOT S.A. - INTEGRATED LOTTERY SYSTEMS AND SERVICES"

THIS ANNOUNCEMENT IS NOT ADDRESSED TO, AND WILL NOT BE ACCESSED BY, PERSONS IN THE UNITED STATES OR PERSONS RESIDENT OR LOCATED 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 THE ANNOUNCEMENT WOULD CONSTITUTE A VIOLATION OF ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSE WITHIN SUCH JURISDICTION

COORDINATORS

INTRALOT S.A. – INTEGRATED LOTTERY SYSTEMS AND SERVICES (the "Company") and the Coordinators of the Greek Public Offering announce, in accordance with the Hellenic Capital Market Commission circular No. 23/22.06.2004 that:

    1. According to the Company's announcement dated 06.10.2025, a total of 390,000,000 new, common, registered, dematerialized, voting shares of the Company (the "New Combined Offering Shares") were offered through the Combined Offering (as defined below). The final offering price of the New Combined Offering Shares (the "Offering Price") was set at €1.10 per New Combined Offering Share. The Offering Price in the Institutional Offering and the Greek Public Offering (each as defined below) is identical.
    1. The New Combined Offering Shares were offered, in parallel, through: (i) a public offering in Greece to Retail Investors and Qualified Investors, in accordance with article 1(4)(db) of the Prospectus Regulation (the "Greek Public Offering"), and (ii) a private placement outside Greece that does not constitute a public offering (the "Institutional Offering" and together with the Greek Public Offering, the "Combined Offering").

Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE and Jefferies GmbH acted as Joint

Global Coordinators and Joint Bookrunners for the Institutional Offering, while Barclays Bank Ireland PLC acted as Senior Bookrunner for the Institutional Offering; Piraeus Bank S.A., Alpha Bank S.A., Optima bank S.A., CrediaBank S.A., Ambrosia Capital Hellas Single Member Investment Services S.A. and Euroxx Securities S.A. acted as Co-Managers for the Institutional Offering.

Piraeus Bank S.A. and Alpha Bank S.A. acted as Coordinators for the Greek Public Offering, while Optima bank S.A., CrediaBank S.A., Ambrosia Capital Hellas Single Member Investment Services S.A. and Euroxx Securities S.A. acted as Placement Agents for the Greek Public Offering.

  1. The Combined Offering period ended on 03.10.2025 with demand exceeding multiple times the New Combined Offering Shares.

Total valid demand at the Offering Price expressed by investors participating in the Combined Offering amounted to 1,181,585,484 shares, oversubscribing the 390,000,000 New Combined Offering Shares that were ultimately offered through the Combined Offering, by approximately 3 times.

In particular, taking into account only the valid subscriptions of the Combined Offering:

  • i) total demand expressed in the Greek Public Offering amounted to 213,832,883 shares offered in the Greek Public Offering, corresponding to an amount of €235.2 million (based on the Offering Price and the ultimate number of New Combined Offering Shares offered), and was divided as follows:
  • a) 75,207,410 shares offered in the Greek Public Offering subscribed for by Retail Investors in the Greek Public Offering, corresponding to an amount of €82.7 million (based on the Offering Price);
  • b) 138,625,473 shares offered in the Greek Public Offering subscribed for by Qualified Investors in the Greek Public Offering, corresponding to an amount of €152.5 million (based on the Offering Price);
  • ii) the total demand expressed in the Institutional Offering exceeded the New Combined Offering Shares that were finally allocated to the International Offering, as described below.
    1. The 390,000,000 New Combined Offering Shares were ultimately allocated between the Greek Public Offering and the Institutional Offering as follows:
  • (i) 100,000,000 New Combined Offering Shares (i.e. corresponding to approximately 25.6% of the total New Combined Offering Shares) were allocated to Retail Investors and Qualified Investors participating in the Greek Public Offering. Existing Shareholders participating in the Greek Public Offering were entitled to Priority Allocation.

  • (ii) 290,000,000 New Combined Offering Shares (i.e. corresponding to approximately 74.4% of the total of the New Combined Offering Shares) were allocated to investors participating in the International Offering. Existing Shareholders participating in the Institutional Offering were not entitled to a Priority Allocation.
    1. 100,000,000 New Combined Offering Shares offered through the Greek Public Offering, and representing approximately 25.6% of the total New Combined Offering Shares (the "New Greek Public Offering Shares") were allocated, in accordance with the decision of the Board of Directors of the Company dated 08.10.2025, and the relevant provisions of the Document of Annex IX to Regulation (EU) 2017/1129 (the "Document"), as in force, and based on the valid demand expressed at the Offering Price as follows:
  • (a) 26,746,204 New Greek Public Offering Shares, i.e., approximately 26.7% of the New Greek Public Offering Shares, to Existing Shareholders who validly subscribed in the Greek Public Offering and were entitled to Priority Allocation.
  • (b) the remaining 73,253,796 New Greek Public Offering Shares, i.e. approximately 73.3% of the New Greek Public Offering Shares, were allocated both to Existing Shareholders subscribed for an excess amount, and to new investors, following the pro-rata allocation for New Greek Public Offering Shares which were not allocated on the basis of Priority Allocation; In addition, it is clarified that 66,448,431 New Greek Public Offering Shares, i.e. 66.4% of the New Greek Public Offering Shares, were allocated to Qualified Investors and 33.551.569 New Greek Public Offering Shares, i.e. 33.6% of the New Greek Public Offering Shares, to Retail Investors.

The total valid demand in the Greek Public Offering exceeded the amount of shares initially allocated to the Greek Public Offering by multiple times. Investors of the Greek Public Offering should be informed of any reduction in the percentage of their subscription applications through their DSS Participants.

  1. As a result, the decision of the Board of Directors of the Company dated 08.10.2025 ascertained, in accordance with the provisions of article 20 of Law 4548/2018, the certification of the full and timely payment of the total amount raised from the issuance of the New Combined Offering Shares.

Further to the above, the share capital of the Company increased by €117,000,000 (nominal value) with the issuance of 390,000,000 new, common, dematerialized, registered, voting shares, with a nominal value of €0.30 each – also, by €262,112,121.90 (nominal value), in the context of the Company's parallel in kind share capital increase, with the issuance to the contributing companies, Premier Entertainment Sub, LLC and PE Sub Holdings, LLC, of a total of 873,707,073 new, ordinary, registered voting shares of the Company with a nominal value of €0.30 and an issue price of €1.30 per share (the "New in Kind Shares " and together with the New Combined Offering Shares the "New Shares").

The difference between the nominal price and the issue price of the New Shares will be credited to the Company's share premium account.

Consequently, the share capital of the Company amounts to €560,340,808.20 (nominal value), divided into 1.867.802.694 common, registered shares with voting rights, with a nominal value of €0.30 each.

    1. In accordance with the placement agreement dated September 30, 2025 concluded between the Company, the Coordinators and the Placement Agentsin the context of the Greek Public Offering, the Coordinators and the Placement Agents did not assume any commitment to underwrite any unsubscribed New Combined Offering Shares. In addition, it is noted that neither the Coordinators nor the Placement Agents submitted subscription applications in the Combined Offering for their own account.
    1. The total proceeds of the Combined Offering, before deducting costs of the Combined Offering and Admission, amounted to €429,000,000. (i.e., 390,000,000 New Combined Offering Shares at the Offering Price).
    1. It is also noted that the net proceeds raised from the Combined Offering, after deducting the estimated issuance costs of approximately €30.2 million (including VAT, where applicable), amounted to €398.8 million and will be used (a) by an amount of €300 million to complete the Acquisition (as defined in the Document), in so far as the cash consideration is concerned, through the Company's wholly-owned subsidiary Intralot Holdings UK Ltd, to which the Company will make the necessary funds available through an increase in its share capital, as well as related expenses and fees; (b) by an amount of €90,1 million for the repayment of the Company's existing debt (including interest

period payments); while (c) the surplus, will be used as working capital within 12 months.

Regarding the timing of the use of proceeds, the Company intends to use the net proceeds raised from the Combined Offering under (a) and (b) immediately upon completion of the Combined Offering.

The exact date when New Shares will be credited to the securities accounts of the beneficiaries and the date of the New Shares' commencement of trading on the Athens Stock Exchange will be announced via a follow-up announcement of the Company.

Capitalized terms used herein shall have the same meaning ascribed to them in the previous referenced announcements.

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. +30 210 6156000.

Peania, 08.10.2025

INTRALOT S.A. - INTEGRATED LOTTERY SYSTEMS AND SERVICES

***

DISCLAIMER

This announcement constitutes a public disclosure of inside information by the Company under Article 17(1) of Regulation (EU) No 596/2014.

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 offering 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, Australia, 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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