GTECH S.p.A. (“GTECH” or the “Issuer”)’s invitation to holders (the “Holders”) of its €750,000,000 Subordinated Interest-Deferrable Capital Securities due 2066 (Regulation S ISIN XS0254095663 and Rule 144A ISIN XS0254095747) (the “Capital Securities”) to tender any and all Capital Securities for purchase by the Issuer for cash (the “Offer”) expired at 5:00 p.m. (CET) on 22 January 2015 (the “Tender Expiration Deadline”).
The Offer was commenced, along with a consent solicitation (the “Consent Solicitation”), on 18 December 2014, according to the terms and conditions set out in the invitation memorandum dated 18 December 2014 and available at www.gtech.com (the “Invitation Memorandum”). Capitalised terms used in this announcement but not defined have the meanings given to them in the Invitation Memorandum.
Results as at the Tender Expiration Deadline
As of the Tender Expiration Deadline, the aggregate principal amount of Capital Securities validly tendered was €704,505,000. GTECH has accepted for purchase all Capital Securities validly tendered. Such Capital Securities will be purchased today, 23 January 2015, and then cancelled. The aggregate principal amount of Capital Securities outstanding following such purchase and cancellation will be €45,495,000.
Settlement Date
The Settlement Date in relation to the Offer and the Consent Solicitation is 23 January 2015. The Purchase Price, Early Tender Premium, Accrued Interest and Consent Fee (as applicable) will be paid to relevant Holders according to the terms and conditions set out in the Invitation Memorandum.
Filing of resolutions
The resolution of 19 January 2015 passed by the Board of Directors of GTECH and the extraordinary resolutions passed by the meeting of the Holders of the Capital Securities, held on 19 January 2015, approving, inter alia, certain amendments to the Conditions and the Trust Deed as set out in the draft Supplemental Trust Deed, were filed for registration with the Companies Register of Rome on 21 January 2015.
The minutes of the aforesaid resolutions will be available to the public at GTECH’s registered office and on its website at www.gtech.com, in the section entitled “Governance – Documents and Reports – Governance Documents – Shareholders’ and Noteholders’ Meetings – Meeting of Holders of Capital Securities January 19-20-21, 2015” as well as on the “1info” central storage device (www.1info.it) as soon as they are registered with the Companies Register of Rome.