CONDITIONAL NOTICE OF REDEMPTION
LOTTOMATICA GROUP S.P.A.
(the "Company")
€565,000,000 7.125% Senior Secured Notes due 2028
ISIN: XS2628390796 (Rule 144A) and XS2628390366 (Regulation S) Common Code: 262839079 (Rule 144A) and 262839036 (Regulation S)
Notice is hereby given that the Company has elected to call for redemption (the "Redemption") €565,000,000 of its 7.125% Senior Secured Notes due 2028 (the "Securities"), which amount equals the entire principal amount of the Securities outstanding.
This notice (the "Conditional Redemption Notice") is being provided pursuant to Section 3.05 of the indenture, dated as of June 1, 2023 (the "Indenture") by and among the Company (as successor issuer of Lottomatica S.p.A.), The Law Debenture Trust Corporation p.l.c., as trustee and common representative (rappresentante comune) of the Holders of the Securities pursuant to articles 2417 and 2418 of the Italian Civil Code (the "Trustee"),
UniCredit S.p.A., as security agent and legal representative (mandatario con rappresentanza) under the Indenture and as representative (rappresentante) of the Holders of the Securities pursuant to and for the purposes set forth under article 2414-bis, 3rd para. of the Italian Civil Code, Deutsche Bank AG, London Branch, as paying agent (the "Paying Agent"), calculation agent and transfer agent, and Deutsche Bank Luxembourg S.A., as registrar. Terms not otherwise defined herein shall have the meanings given to them in the Indenture.
This Conditional Redemption Notice is conditional, as the Redemption of the Securities will be subject to (i) the successful completion by the Company of the previously announced offering of new notes on terms satisfactory to the Company in its sole discretion and (ii) the receipt by the Paying Agent of, prior to 11:00 am (London time) on the Redemption Date (as defined below), an amount of cash in euro from, or on behalf of, the Company sufficient to pay the Redemption Price (as defined below) payable to the Holders on the Redemption Date. Accordingly, none of the Securities shall be deemed due and payable on the Redemption Date unless and until the conditions set forth herein are either satisfied or waived by the Company. In the Company's sole discretion, the Redemption Date may be delayed (without the need for a new redemption notice) until such time as the foregoing conditions shall be satisfied (or waived by the Company in its sole discretion), or the Redemption may not occur and this Conditional Redemption Notice may be rescinded in the event that such conditions shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date as so delayed, and/or this Conditional Redemption Notice may be rescinded at any time by the Company if the Company determines in its sole discretion that such conditions will not be satisfied or waived. For the avoidance of doubt, the Redemption Date as so delayed may occur at any time after the original Redemption Date, including, without limitation, on a date that is less than 10 days after the original Redemption Date. If the Redemption Date is delayed by the Company in its sole discretion, the Company will send notice to the Holders, the Trustee and the Paying Agent by at least 10:00 a.m. (London time) one Business Day prior to the new redemption date. The new record date will be one Business Day prior to the new redemption date. If the Company in its sole discretion rescinds this notice, the Company will send notice to the Holders, the Trustee and the Paying Agent.
1
Subject to the preceding paragraph, in accordance with Section 3.05 of the Indenture, and Paragraphs 5(c) and 5(f) of the Securities, the Company is redeeming the entire principal amount of the Securities for cash at the redemption prices described below, plus accrued and unpaid interest, on the Redemption Date.
The terms of the Redemption are as follows:
1. The Redemption will be for an aggregate principal amount of the Securities equal to €565,000,000, which amount equals the entire principal amount of the Securities outstanding.
2. The redemption date will be May 13, 2025, or any such date thereafter, as set out herein, in the Company's sole discretion (the "Redemption Date").
3. The record date will be the Business Day prior to the Redemption Date, which is
currently expected to be May 12, 2025.
4. The aggregate redemption price with respect to the Redemption will be:
(i) 103.000% of the principal amount of the Securities to be redeemed, plus Additional Amounts, if any, with respect to 10% of the principal amount of the Securities to be redeemed and,
(ii) (a) 100.000% of the principal amount of the Securities to be redeemed plus (b) the Applicable Premium, with respect to 90% of the principal amount of the Securities to be redeemed,
which results in a total amount to be paid on the Redemption Date of €1,037.20 per €1,000 principal amount of the Securities, plus accrued and unpaid interest to, but excluding, the Redemption Date (the "Redemption Price").
5. Assuming the Redemption Date is May 13, 2025, the aggregate amount of accrued and unpaid interest to (but excluding) the Redemption Date on the Securities to be redeemed will be €18,115,312.50. No Additional Amounts are due to be paid on the Securities.
6. The Paying Agent is Deutsche Bank AG, London Branch and the address of the Paying Agent is 21 Moorfields, London, EC2Y 9DB, United Kingdom.
7. The Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price.
8. No representation is being made as to the correctness of any ISIN or Common Code number either as printed on the Securities or as contained in this Conditional Redemption Notice.
9. Unless the Company defaults in making the redemption payment or if the Paying Agent is prohibited from making such payment pursuant to the provisions of the Indenture, interest on the Securities called for redemption shall cease to accrue on and after the Redemption Date.
Any questions regarding this Conditional Redemption Notice should be directed to the Company at:
Lottomatica Group S.p.A. Via degli Aldobrandeschi, 300 00163 Roma (RM)
Italy
Attention: Investor Relations Email:ir@lottomatica.com
Issued by: Lottomatica Group S.p.A.
Dated: April 25, 2025