Closing of TCP - Intralot Agreement; Permitted Reorganization
Rome, June 28, 2016 – TCP Lux Eurinvest (“TCP”), a company controlled by Trilantic Capital Partners Europe and majority shareholder of Gamenet S.p.A. (“Gamenet”), and Intralot S.A. (“Intralot Group”) announce that they have completed the combination of the Italian activities of the Intralot Group into Gamenet. This step follows the announcement of the signature of a Memorandum of Understanding which was communicated on March 21, 2016 and the signature of binding arrangements in respect thereto communicated on May 26, 2016. The completion of the transaction was cleared by the competent Antitrust Authority and will become effective on July 1, 2016.
As indicated in prior communications, upon effectiveness of the combination TCP will control approximately 80% of the combined operations while the remaining 20% will be held by the Intralot Group.
The combined group has pro-forma revenues of approx. €1 billion and will become one of the largest operators in the Italian gaming market with a network of approximately 750 betting shops that will continue to use the Intralot’s brand name, approx. 8,200 VLTs, over 50,000 AWPs licenses and more than 60 directly owned and managed gaming halls.
Gamenet S.p.A. also announces that the Permitted Reorganization contemplated under the Indenture is being undertaken with the contribution of all Capital Stock held by TCP in Gamenet S.p.A. to a newly established company that assumed the denomination of Gamenet Group S.p.A. As a result, TCP and Intralot Group shareholdings in Gamenet S.p.A. are now held through Gamenet Group S.p.A. All Capital Stock held by Gamenet Group S.p.A. in Gamenet will remain pledged in favor of the Noteholders as Collateral for the Notes.
 Calculated as the sum of the revenues reported by Gamenet and Intralot Italian activities as at December 31, 2015. The unaudited pro forma information is presented for illustrative purposes only and based upon available information and certain assumptions that management believes are reasonable; however, actual results may materially differ from the unaudited pro forma information provided hereto.