The Board of Directors of GTECH S.p.A. (“GTECH”) and the holders of the Capital Securities (as defined below) resolved on first call, on 19 January 2015, to amend the Conditions and the Trust Deed in respect of GTECH’s outstanding €750,000,000 Subordinated Interest-Deferrable Capital Securities due 2066 (Regulation S ISIN XS0254095663 and Rule 144A ISIN XS0254095747) (the “Capital Securities”), in connection with the related consent solicitation (the “Consent Solicitation”) commenced, along with a tender offer (the “Offer”), 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.
Specifically, the holders of the Capital Securities:
· acknowledged that Condition 6.7 (Replacement) of the Capital Securities does not apply in relation to the Offer (“Proposal 1”); and
· approved amendments to the Conditions and the Trust Deed as set out in the draft Supplemental Trust Deed to (a) reflect the change in the jurisdiction of incorporation of the Issuer pursuant to the Merger and to remove provisions which are no longer relevant or applicable as a result of such change of jurisdiction, including but not limited to those only applicable to Italian companies; (b) remove commercial terms that are no longer relevant and amend certain other provisions to align these with the customary terms of similar securities issued under English law (including amendments to the quorum required to pass an Extraordinary Resolution and to incorporate certain protections in favour of the Trustee); and (c) clarify that Condition 6.7 (Replacement) of the Capital Securities is not intended to be a contractual term of the Capital Securities and is instead only an indication of the Issuer’s intention (“Proposal 2”).
Accordingly, the approved Proposals will be implemented as further described in the Notice of Meeting and the Invitation Memorandum.
Subject to the terms and conditions set out in the Invitation Memorandum, the Offer remains open until 5:00 p.m. (CET) on 22 January 2015.
