GTECH launches offer and solicitation for consent

2014-12-19

Reading time 1:38 min

(US).- GTECH announced today its invitation to shareholders of its 750,000,000 euro- Subordinated Interest-Deferrable Capital Securities which will mature in 2066 to: 'tender any and all Capital Securities for purchase by the Issuer for cash; and consider and, if thought fit, approve the proposals, by separate Extraordinary Resolutions pursuant to the Conditions and the Trust Deed.'

The Offer and the Solicitation of Consent are made on the terms and subject to the conditions set out in the invitation memorandum dated December 18, 2014.

The Offer

Subject to the offer restrictions set out in this announcement as well as in the Invitation Memorandum, the Offer is being made in respect of any and all of the outstanding Capital Securities. If the Issuer accepts any valid tenders of Capital Securities for purchase pursuant to the Offer, it will accept all such offers that have been made. Capital Securities that are not accepted for purchase pursuant to the Offer will remain outstanding.

The purchase price payable for the Capital Securities accepted for purchase in the Offer will be 105.75 percent of the aggregate principal amount of such Capital Securities. In respect of any Capital Securities accepted for purchase, the Issuer will also pay any interest accrued and unpaid on the relevant Capital Securities from (and including) the interest payment date for such Capital Securities immediately preceding January 23, 2015 to (but excluding) the Settlement Date. The Purchase Price and the Accrued Interest will be paid on the Settlement Date.

Early Tender Premium

Each Holder which validly offers its Capital Securities for purchase in the Offer by 5:00 p.m. (CET) on 7 January 2015 and does not subsequently revoke such offer will, if such Capital Securities are accepted for purchase, receive on the Settlement Date a further cash payment in addition to the Purchase Price and the Accrued Interest, as additional consideration for the purchase of the relevant Capital Securities, of 3 percent of the aggregate principal amount of such Capital Securities.

By offering to tender its Capital Securities, a Holder will vote in favor of both Extraordinary Resolutions at the Meeting provided it has submitted its Tender Instruction by 5:00 p.m. (CET) on 14 January 2014 (the "Consent Expiration Deadline"). Any Tender Instructions received after the Consent Expiration Deadline will be treated as an offer to tender Capital Securities only and any votes included in such Tender Instruction will not be taken into account for the purposes of the Meeting. Any such Holder will not be eligible to receive the Consent Fee.