Stock information
Details of listing
Since May 17, 2011, ordinary shares of Lottomatica Group S.p.A. are listed on the Italian Electronic Stock Exchange (Mercato Telematico Azionario - "MTA") managed by the Italian Stock Exchange, and are included in the FTSE MIB 40 index which contains the main 40 Italian stocks.
Lottomatica is listed under the trading symbol "LTO" and has a Sponsored Level 1 American Depository Receipt (ADR) program listed over the counter market in the United States under the trading symbol "LTTOY".
| Offering Memorandum IPO |  |
SHAREHOLDING STRUCTURE
Based on most recent information available to the Company as of September 30, 2011
Lottomatica owns no treasury shares.
As of September 30, 2011, the authorized share capital amounts to €183,332,984, underwritten and paid up for €172,140,797, composed of 172,140,797 ordinary shares with a nominal value of €1 each with equal voting rights.
1 11.469% of Mediobanca's 12.742% share ownership is being held solely and exclusively to serve the conversion of a certain Mandatory Exchangeable Bond issued by UBI Banca International SA in 2009. Mediobanca has relinquished all of the voting, administrative, beneficial and economic rights related to that 11.469% interest.
As of September 30, 2011, the authorized share capital amounts to €183,332,984, underwritten and paid up for €172,140,797, composed of 172,140,797 ordinary shares with a nominal value of €1 each with equal voting rights.
1 11.469% of Mediobanca's 12.742% share ownership is being held solely and exclusively to serve the conversion of a certain Mandatory Exchangeable Bond issued by UBI Banca International SA in 2009. Mediobanca has relinquished all of the voting, administrative, beneficial and economic rights related to that 11.469% interest.
Share capital
Updated Share Capital as of September, 30th 2011: €172,140,797 - composed of 172,140,797 ordinary shares, €1.00 par value per share
Share capital evolution
| DATA | SHARE PER VALUE | CHANGE IN NUMBER OF SHARES | TOTAL SHARE CAPITAL | TOTAL NUMBER OF SHARES |
| 30/09/2011 | 1,00 | 125,424 | 172,140,797 | 172,140,797 |
| 31/12/2009 | 1,00 | 19.728.536 | 172.015.373 | 172.015.373 |
| 31/12/2008 | 1,00 | 129.600 | 152.286.837 | 152.286.837 |
| 30/06/2008 | 1,00 | 258.041 | 152.157.237 | 152.157.237 |
| 31/12/2007 | 1,00 | 329.796 | 151.899.196 | 151.899.196 |
| 30/06/2007 | 1,00 | 849.824 | 151.569.400 | 151.569.400 |
| 31/12/2006 | 1,00 | 1.111.649 | 150.749.576 | 150.749.576 |
| 30/06/2006 | 1,00 | 60.628.647 | 149.637.927 | 149.637.927 |
| 31/12/2005 | 1,00 | 70.000 | 89.009.280 | 89.009.280 |
| 31/12/2004 | 1,00 | 130.000 | 88.939.280 | 88.939.280 |
| 31/12/2003 | 1,00 | 255.375 | 88.809.280 | 88.809.280 |
| 31/12/2002 | 1,00 | 88.553.905 | 88.553.905 |
Dividends
In 2011, the Group carried forward the annual profit and to assign free of charge to shareholders one Lottomatica Group treasury share for every 50 shares owned for a total amount of n. 3,372,851 treasury shares.
On May 27th, 2010, the Group paid dividends of € 0.74 per share equal to a total dividend of € 124.8 million
On May 27th, 2010, the Group paid dividends of € 0.74 per share equal to a total dividend of € 124.8 million
| Fiscal Year | Ex-dividend date | Payment date | Dividend per share (€) |
| 2005 | 04/24/2006 | 04/27/2006 | 1,3 |
| 2006 | 05/21/2007 | 05/24/2007 | 0,79 |
| 2007 | 04/21/2008 | 04/24/2008 | 0,825 |
| 2008 | 05/18/2009 | 05/21/2009 | 0,68 |
| 2009 | 05/24/2010 | 05/27/2010 | 0,74 |
| 2010 | - | - | - |
Capital Securities (Hybrid)
In May 2006, Lottomatica issued €750 million of subordinated interest-deferrable capital securities due March 2066 (the "Capital Securities").
The Capital Securities have a fixed interest rate of 8.25% payable annually through March 31, 2016 and thereafter have a variable interest rate of six-month EURIBOR plus 505 basis points payable semi-annually.
The Capital Securities, which have received ratings of Ba2 and BB by Moody's Investors Service and Standard & Poor's Rating Service, respectively, are listed on the Luxembourg Stock Exchange.
The Capital Securities are redeemable at maturity, at par value after March 31, 2016, upon the occurrence of certain tax events, through open market purchases, by public cash tender offer or if a change of control event occurs. Debt issuance costs associated with the Capital Securities are being amortized over 10 years beginning May 2006. The terms of the Capital Securities allow Lottomatica to optionally defer interest payments and mandates deferral of interest payments if Lottomatica is in breach of the interest coverage ratio as defined in the trust deed for the Capital Securities. Under circumstances described in the trust deed for the Capital Securities, Lottomatica is required to settle deferred interest payments with cash or equity. Lottomatica paid €61.9 million of interest on the Capital Securities in the first nine months of 2011 and 2010.
The terms of the Capital Securities require Lottomatica to authorize the issuance of ordinary shares in accordance with a resolution approved by Lottomatica shareholders. At each annual general meeting, the value of the ordinary shares authorized for issuance must be at least equivalent to the interest payments due during the following two-year period.
As of September 30, 2011, the authorization was in place for the issuance of capital up to €125 million. Interest payments over the next two years are approximately €124 million.
The Capital Securities, which have received ratings of Ba2 and BB by Moody's Investors Service and Standard & Poor's Rating Service, respectively, are listed on the Luxembourg Stock Exchange.
The Capital Securities are redeemable at maturity, at par value after March 31, 2016, upon the occurrence of certain tax events, through open market purchases, by public cash tender offer or if a change of control event occurs. Debt issuance costs associated with the Capital Securities are being amortized over 10 years beginning May 2006. The terms of the Capital Securities allow Lottomatica to optionally defer interest payments and mandates deferral of interest payments if Lottomatica is in breach of the interest coverage ratio as defined in the trust deed for the Capital Securities. Under circumstances described in the trust deed for the Capital Securities, Lottomatica is required to settle deferred interest payments with cash or equity. Lottomatica paid €61.9 million of interest on the Capital Securities in the first nine months of 2011 and 2010.
The terms of the Capital Securities require Lottomatica to authorize the issuance of ordinary shares in accordance with a resolution approved by Lottomatica shareholders. At each annual general meeting, the value of the ordinary shares authorized for issuance must be at least equivalent to the interest payments due during the following two-year period.
As of September 30, 2011, the authorization was in place for the issuance of capital up to €125 million. Interest payments over the next two years are approximately €124 million.
| Hybrid prospectus | |
2009 Notes (due 2016)
In December 2009, Lottomatica issued €750 million of guaranteed notes due December 5, 2016 (the "2009 Notes").
The 2009 Notes are unconditionally and irrevocably guaranteed by GTECH and the Other Guarantors. The 2009 Notes, which have received ratings of Baa3 and BBB- by Moody's Investors Service and Standard & Poor's Rating Service, respectively, are listed on the Luxembourg Stock Exchange.
Interest on the 2009 Notes is payable annually in arrears on each December 5, commencing on December 5, 2010, at 5.375% per annum, and is subject to adjustment from time to time in the event of a step up rating change or step down rating change. In the event of a step up or step down rating change, the interest rate shall be increased or decreased by 1.25% per annum, provided that at no time during the term of the 2009 Notes will the interest rate be higher than 6.625% or lower than the initial rate of interest of 5.375%.
Unless previously redeemed or purchased and cancelled, the 2009 Notes will be redeemed at 100% of their principal amount on December 5, 2016. The 2009 Notes may be redeemed at any time after January 4, 2010 by Lottomatica, in whole but not in part, at the greater of 100% of their principal amount together with any accrued interest or an amount specified in the terms and conditions of the 2009 Notes. The 2009 Notes may also be redeemed in whole, but not in part, at 100% of their principal amount at the option of Lottomatica in the event of certain changes affecting taxation in Italy, the United States or Luxembourg.
Holders of the 2009 Notes may require Lottomatica to redeem the 2009 Notes in whole or in part at 100% of their principal amount plus accrued interest following the occurrence of certain events specified in the terms and conditions of the 2009 Notes.
Debt issuance costs associated with the 2009 Notes are being amortized over approximately seven years beginning December 2009.
Interest on the 2009 Notes is payable annually in arrears on each December 5, commencing on December 5, 2010, at 5.375% per annum, and is subject to adjustment from time to time in the event of a step up rating change or step down rating change. In the event of a step up or step down rating change, the interest rate shall be increased or decreased by 1.25% per annum, provided that at no time during the term of the 2009 Notes will the interest rate be higher than 6.625% or lower than the initial rate of interest of 5.375%.
Unless previously redeemed or purchased and cancelled, the 2009 Notes will be redeemed at 100% of their principal amount on December 5, 2016. The 2009 Notes may be redeemed at any time after January 4, 2010 by Lottomatica, in whole but not in part, at the greater of 100% of their principal amount together with any accrued interest or an amount specified in the terms and conditions of the 2009 Notes. The 2009 Notes may also be redeemed in whole, but not in part, at 100% of their principal amount at the option of Lottomatica in the event of certain changes affecting taxation in Italy, the United States or Luxembourg.
Holders of the 2009 Notes may require Lottomatica to redeem the 2009 Notes in whole or in part at 100% of their principal amount plus accrued interest following the occurrence of certain events specified in the terms and conditions of the 2009 Notes.
Debt issuance costs associated with the 2009 Notes are being amortized over approximately seven years beginning December 2009.
2010 Notes (due 2018)
In December 2010, Lottomatica issued €500 million of guaranteed notes due February 2, 2018 (the "2010 Notes").
The 2010 Notes are unconditionally and irrevocably guaranteed by GTECH and the Other Guarantors. The 2010 Notes, which have received ratings of Baa3 and BBB- by Moody's Investors Service and Standard & Poor's Rating Service, respectively, are listed on the Luxembourg Stock Exchange.
Interest on the 2010 Notes is payable annually in arrears on each February 2, commencing on February 2, 2012, at 5.375% per annum, and is subject to adjustment from time to time in the event of a step up rating change or step down rating change. In the event of a step up or step down rating change, the interest rate shall be increased or decreased by 1.25% per annum, provided that at no time during the term of the 2010 Notes will the interest rate be higher than 6.625% or lower than the initial rate of interest of 5.375%.
Unless previously redeemed or purchased and cancelled, the 2010 Notes will be redeemed at 100% of their principal amount on February 2, 2018. The 2010 Notes may be redeemed at any time after January 3, 2011 by Lottomatica, in whole but not in part, at the greater of 100% of their principal amount together with any accrued interest or an amount specified in the terms and conditions of the 2010 Notes. The 2010 Notes may also be redeemed in whole, but not in part, at 100% of their principal amount at the option of Lottomatica in the event of certain changes affecting taxation in Italy, the United States or Luxembourg.
Holders of the 2010 Notes may require Lottomatica to redeem the 2010 Notes in whole or in part at 100% of their principal amount plus accrued interest following the occurrence of certain events specified in the terms and conditions of the 2010 Notes.
Debt issuance costs associated with the 2010 Notes are being amortized over approximately seven years beginning December 2010.
Interest on the 2010 Notes is payable annually in arrears on each February 2, commencing on February 2, 2012, at 5.375% per annum, and is subject to adjustment from time to time in the event of a step up rating change or step down rating change. In the event of a step up or step down rating change, the interest rate shall be increased or decreased by 1.25% per annum, provided that at no time during the term of the 2010 Notes will the interest rate be higher than 6.625% or lower than the initial rate of interest of 5.375%.
Unless previously redeemed or purchased and cancelled, the 2010 Notes will be redeemed at 100% of their principal amount on February 2, 2018. The 2010 Notes may be redeemed at any time after January 3, 2011 by Lottomatica, in whole but not in part, at the greater of 100% of their principal amount together with any accrued interest or an amount specified in the terms and conditions of the 2010 Notes. The 2010 Notes may also be redeemed in whole, but not in part, at 100% of their principal amount at the option of Lottomatica in the event of certain changes affecting taxation in Italy, the United States or Luxembourg.
Holders of the 2010 Notes may require Lottomatica to redeem the 2010 Notes in whole or in part at 100% of their principal amount plus accrued interest following the occurrence of certain events specified in the terms and conditions of the 2010 Notes.
Debt issuance costs associated with the 2010 Notes are being amortized over approximately seven years beginning December 2010.
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