Obbligazione SisalCorp 7% ( XS0931919947 ) in EUR

SisalCorp

100 EUR ▼

Italia

XS0931919947 ( in EUR )

7% per anno ( pagato 1 volta l'anno)

30/09/2017 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Sisal Group XS0931919947 in EUR 7%, scaduta

100 000 EUR

275 000 000 EUR

Sisal Group è una società italiana leader nel settore del gioco, delle tecnologie e dei servizi di pagamento, attiva anche nel settore delle telecomunicazioni e dei media.

The Obbligazione issued by SisalCorp ( Italy ) , in EUR, with the ISIN code XS0931919947, pays a coupon of 7% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 30/09/2017

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
Sisal Holding Istituto di Pagamento S.p.A.
275,000,000
7.250% Senior Secured Notes due 2017
Sisal Holding Istituto di Pagamento S.p.A., a joint stock company established under the laws of the Republic of Italy (the
"Issuer"), issued 275,000,000 aggregate principal amount of its 7.250% Senior Secured Notes due 2017 (the "Notes"). The Issuer will
pay interest on the Notes semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2013.
The Notes will mature on September 30, 2017. At any time prior to November 1, 2014, the Issuer will be entitled, at its option, to
redeem all or a portion of the Notes upon not less than 10 nor more than 60 days' notice by paying a redemption price equal to 100% of
the principal amount thereof, plus accrued and unpaid interest, if any, plus the relevant "make-whole" premium. In addition, at any time
prior to November 1, 2014, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes with the net proceeds
from certain equity offerings. At any time on or after November 1, 2014, the Issuer may redeem all or a portion of the Notes upon not
less than 10 nor more than 60 days' notice, at the redemption prices set forth in this offering memorandum. Upon the occurrence of
certain events constituting a change of control, the Issuer may be required to make an offer to purchase the Notes. In the event of
certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes.
The Notes are senior obligations of the Issuer. The Notes rank and will rank equally in right of payment with all existing
and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes and are and will be senior in right of
payment to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes. The Notes are
guaranteed (the "Guarantees") on a senior basis by all the subsidiaries of the Issuer that guarantee obligations under our Senior
Secured Credit Facilities (the "Guarantors"). The Notes are secured on a first-ranking basis by pledges over the shares of capital stock
of the Issuer and of the Guarantors and a pledge over the receivables under the Proceeds Loans (as defined herein) (the "Collateral"),
which pledges also secure obligations under our Senior Secured Credit Facilities. The Guarantees and the Collateral are subject to
legal and contractual limitations. See "Risk Factors--Risks Related to the Notes--Each Guarantee and the Collateral will be subject
to certain limitations on enforcement and may be limited by applicable laws or subject to certain defences that may limit its validity
and enforceability" and "Limitations on Validity and Enforceability of the Guarantees and the Security Interests and Certain
Insolvency Law Considerations". The Notes, the Guarantees and the security interests over the Collateral are also subject to
restrictions on enforcement and other voting arrangements. See "Description of Certain Financing Arrangements".
Subject to and as set forth in "Description of the Notes--Withholding Taxes", the Issuer will not be liable to pay any
additional amounts to holders of the Notes in relation to any withholding or deduction required pursuant to Italian Legislative Decree
No. 239 of April 1, 1996 (as the same may be amended or supplemented from time to time) where the Notes are held by a person
resident in a country that does not allow for satisfactory exchange of information with Italy (as per Article 168-bis, Italian
Presidential Decree No. 917 of December 22, 1986) and otherwise in the circumstances as described in "Description of the Notes--
Withholding Taxes".
This offering memorandum includes information on the terms of the Notes and Guarantees, including redemption and
repurchase prices, covenants and transfer restrictions.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro
MTF Market.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 19.
Price: 100.000% plus accrued interest from the issue date.
The Notes were delivered in book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream") on May 15, 2013.
This offering memorandum does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any
jurisdiction where such offer or solicitation is unlawful. The Notes have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any other jurisdiction. Unless
they are registered, the Notes may be offered only in transactions that are exempt from registration under the U.S. Securities
Act or the securities laws of any other jurisdiction. Accordingly, the Issuer is offering the Notes only (i) to "qualified
institutional buyers" (as defined in Rule 144A under the U.S. Securities Act ("Rule 144A")) ("QIBs") in reliance on
Rule 144A and (ii) to non-U.S. persons outside the United States in offshore transactions (as defined in Regulation S) in
reliance on Regulation S. For a description of certain restrictions on the transfer of the Notes, see "Plan of Distribution" and
"Transfer Restrictions".
Bookrunner
Deutsche Bank
Bookrunners
Banca
Crédit
Mizuho
The Royal
UniCredit
IMI
Agricole CIB
Securities
Bank of Scotland
Bank
The date of this offering memorandum is June 7, 2013.

IMPORTANT INFORMATION FOR INVESTORS
We accept responsibility for the information contained in this offering memorandum and, to the best of our
knowledge (having taken reasonable care to ensure that such is the case), the information is true and accurate in all material
respects and contains no omission likely to affect the import of such information. As used in this offering memorandum,
unless the context otherwise requires, references to the "Issuer" are to Sisal Holding Istituto di Pagamento S.p.A. and
references to "Sisal", "we", "us", "our", the "Group" and the "Sisal Group" are to the Issuer and its consolidated subsidiaries.
This document does not constitute a prospectus for the purposes of Section 12(a)(2) of or any other provision of or
rule under the U.S. Securities Act.
You should rely only on the information contained in this offering memorandum. We have not, and Deutsche Bank
AG, London Branch, Banca IMI S.p.A, Crédit Agricole Corporate and Investment Bank, Mizuho International plc,
The Royal Bank of Scotland plc and UniCredit Bank AG (the "Initial Purchasers") have not, authorised anyone to provide you
with information that is different from the information contained herein. We are not, and the Initial Purchasers are not, making
an offer of these securities in any jurisdiction where such offer is not permitted. You should not assume that the information
contained in this offering memorandum is accurate as of any date other than the date on the front of this offering
memorandum. This offering memorandum is based on information provided by us and other sources believed by us to be
reliable. The Initial Purchasers are not responsible for, and are not making any representation or warranty to you concerning,
our future performance or the accuracy or completeness of this offering memorandum.
This offering memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in which such
offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. No action has
been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose.
Accordingly, the Notes may not be offered or sold, directly or indirectly, and this offering memorandum may not be
distributed, in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. You must
comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute this
offering memorandum and you must obtain all applicable consents and approvals; neither we nor the Initial Purchasers shall
have any responsibility for any of the foregoing legal requirements. Please see "Transfer Restrictions".
In making an investment decision regarding the Notes offered hereby, you must rely on your own examination of
the Issuer and the Guarantors and the terms of this Offering, including the merits and risks involved. You should rely only on
the information contained in this offering memorandum. We have not, and the Initial Purchasers have not, authorised any
other person to provide you with different information. If anyone provides you with different or inconsistent information, you
should not rely on it. You should assume that the information appearing in this offering memorandum is accurate as of the
date on the front cover of this offering memorandum only. Our business, financial condition, results of operations and the
information set forth in this offering memorandum may have changed since that date.
You should not consider any information in this offering memorandum to be investment, legal or tax advice. You
should consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding
purchasing the Notes. We are not, and the Initial Purchasers are not, making any representation to any offeree or purchaser of
the Notes regarding the legality of an investment in the Notes by such offeree or purchaser under appropriate investment or
similar laws. This offering memorandum is to be used only for the purposes for which it has been published.
By accepting delivery of this offering memorandum, you agree to the foregoing restrictions, to make no photocopies
of this offering memorandum or any documents referred to herein and not to use any information herein for any purpose other
than considering an investments in the Notes.
We obtained the market data used in this offering memorandum from internal surveys, industry sources and
currently available information. Although we believe that our sources are reliable, you should keep in mind that we have not
independently verified information we have obtained from industry and governmental sources and that information from our
internal surveys has not been verified by any independent sources. See "Market and Industry Data".
The contents of our website do not form any part of this offering memorandum.
This offering memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on
Prospectuses for Securities, as amended.
The Notes and the related Guarantees have not been and will not be registered under the U.S. Securities Act or the
securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act ("Regulation S")) except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
The Notes and the related Guarantees are being offered and sold outside the United States in reliance on
Regulation S and within the United States to "qualified institutional buyers" ("QIBs") in reliance on Rule 144A of the
U.S. Securities Act ("Rule 144A"). Prospective purchasers are hereby notified that the sellers of the Notes may be relying on
i

the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of these
and certain other restrictions on offers, sales and transfers of the Notes and the distribution of this offering memorandum, see
"Transfer Restrictions".
The Notes and the Guarantees have not been approved or disapproved by the U.S. Securities and Exchange
Commission (the "SEC"), any state securities commission in the United States or any other U.S. regulatory authority,
nor have any of the foregoing authorities passed upon or endorsed the merits of the Offering of the Notes or the
accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offense in the
United States.
The Notes and the related Guarantees are subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under the U.S. Securities Act and applicable state securities laws pursuant to
registration thereunder or exemption therefrom. You should be aware that you may be required to bear the financial risks of
this investment for an indefinite period of time.
The information set out in relation to sections of this offering memorandum describing clearing and settlement
arrangements, including "Description of the Notes" and "Book-Entry, Delivery and Form", is subject to any change in or
reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream Banking currently in effect. While we
accept responsibility for accurately summarising the information concerning Euroclear and Clearstream Banking, we accept
no further responsibility in respect of such information.
The distribution of this offering memorandum and the offer and sale of the Notes may be restricted by law in certain
jurisdictions. You must inform yourself about, and observe, any such restrictions. See "Notice to New Hampshire Residents",
"Notice to Certain European Investors", "Plan of Distribution" and "Transfer Restrictions" elsewhere in this offering
memorandum. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase,
offer or sell the Notes or possess or distribute this offering memorandum and must obtain any consent, approval or permission
required for your purchase, offer or sale of the Notes under the laws and regulations in force in any jurisdiction to which you
are subject or in which you make such purchases, offers or sales. We are not, and the Initial Purchasers are not, making an
offer to sell the Notes or a solicitation of an offer to buy any of the Notes to any person in any jurisdiction except where such
an offer or solicitation is permitted.
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH (THE
"STABILISING MANAGER") (OR AFFILIATES ACTING ON BEHALF OF THE STABILISING MANAGER)
MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR AFFILIATES ACTING
ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE STABILISING ACTION. SUCH
STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN
END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES
AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER
RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT
THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
This offering memorandum has been prepared on the basis that all offers of the Notes
will be made pursuant to an exemption under Article 3 of Directive 2003/71/EC (the "Prospectus Directive"), as implemented
in member states of the European Economic Area (the "EEA"), from the requirement to produce a prospectus for offers of the
Notes. Accordingly, any person making or intending to make any offer within the EEA of the Notes should only do so in
circumstances in which no obligation arises for us or any of the Initial Purchasers to produce a prospectus for such offer.
Neither we nor the Initial Purchasers have authorised, nor do they authorise, the making of any offer of Notes through any
financial intermediary, other than offers made by the Initial Purchasers, which constitute the final placement of the Notes
contemplated in this offering memorandum.
ii

In relation to each Member State of the EEA that has implemented the Prospectus Directive (each, a "Relevant
Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant
Member State (the "Relevant Implementation Date"), the offer is not being made and will not be made to the public of any
Notes which are the subject of the Offering contemplated by this offering memorandum in that Relevant Member State, other
than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the
Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, national or legal
persons (other than qualified investors as defined in the Prospectus Directive, subject to obtaining the prior consent of the
relevant Initial Purchaser or the Issuer for any such offer) or (c) in any other circumstances falling within Article 3(2) of the
Prospectus Directive; provided that no such offer of the Notes shall require us or the Initial Purchasers to publish a prospectus
pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an "offer of Notes to the
public" in relation to the Notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or
subscribe the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus
Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EU and includes
any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive"
means Directive 2010/73/EU (and any amendments thereto, to the extent implemented in the Relevant Member State).
United Kingdom
The explicable provisions of the United Kingdom Financial Services and Markets Act 2000 (the
"FSMA") must be complied with in respect of anything done in relation to the Notes in, from or otherwise involving the
United Kingdom. This offering memorandum is for distribution only to, and is only directed at, persons who (i) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Financial Promotion Order"), (ii) are persons falling
within Article 49(2)(a) to (d) (high net-worth companies, unincorporated associations, etc.) of the Financial Promotion Order
or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000 ("FSMA")) in connection with the issue or sale of any Notes may otherwise
lawfully be communicated (all such persons together being referred to as "relevant persons"). This offering memorandum is
directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this document relates is available only to relevant persons and will be engaged in
only with relevant persons. The Notes are being offered solely to "qualified investors" as defined in the Prospectus Directive
and accordingly the offer of Notes is not subject to the obligation to publish a prospectus within the meaning of the Prospectus
Directive.
Italy
The Offering has not been cleared by the Commissione Nazionale per la Società e la Borsa ("CONSOB")
(the Italian securities exchange commission), pursuant to Italian securities legislation. Accordingly, no Notes may be offered,
sold or delivered, nor may copies of this offering memorandum or of any other document relating to the Notes be distributed
in the Republic of Italy, except (a) to qualified investors (investitori qualificati) as defined in Article 26, first paragraph, letter
(d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended ("Regulation No. 16190"), pursuant to Article 34-
ter, first paragraph letter (b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "Issuer Regulation"),
implementing Article 100 of Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act"); and
(b) in any other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Financial
Services Act and the Issuer Regulation. Each Initial Purchaser has represented and agreed that any offer, sale or delivery of
the Notes or distribution of copies of this offering memorandum or of any other document relating to the Notes in the
Republic of Italy will be carried out in accordance with all Italian securities, tax and exchange control and other applicable
laws and regulations.
Any such offer, sale or delivery of the Notes or distribution of copies of this offering memorandum or any other
document relating to the Notes in the Republic of Italy must be:
(a)
made by an investment firm, bank or financial intermediary permitted to conduct such activities in the
Republic of Italy in accordance with the Financial Services Act, Legislative Decree No. 385 of
September 1, 1993, Regulation No. 16190 (in each case, as amended from time to time) and any other
applicable laws and regulations; and
(b)
in compliance with any and all other applicable laws and regulations and any other condition or limitation
that may be imposed by CONSOB, the Bank of Italy or any relevant Italian authorities.
For selling restrictions in respect of Italy, see also "Notice to Certain European Investors--European Economic
Area" above.
iii

CERTAIN DEFINITIONS
Unless otherwise specified or the context requires otherwise, in this offering memorandum:
·
"AAMS" refers to the Agenzie delle Dogane e dei Monopoli, formerly the Amministrazione Autonoma dei
Monopoli di Stato, the Italian gaming regulatory authority;
·
"Amend and Extend" refers to the amendment and restatement of the Senior Secured Credit Facilities
Agreement, the Mezzanine Facilities Agreement, the Second Lien Facilities Agreement and the Senior
Intercreditor Agreement, as described in more detail under "SummaryThe Refinancing";
·
"Apax Partners" refers to certain funds advised by Apax Partners LLP;
·
"Clearstream" refers to Clearstream Banking, société anonyme;
·
"Clessidra" refers to the closed fund Clessidra Capital Partners advised by Clessidra Sgr S.p.A.;
·
"Euroclear" refers to Euroclear Bank SA/NV;
·
"EU" refers to the European Union;
·
"Facility Agent" means The Royal Bank of Scotland plc, Milan Branch, as facility agent under the Senior
Secured Credit Facilities Agreement, as may be replaced or substituted from to time;
·
"Gaming Invest" or "GI" refers to Gaming Invest S.à r.l., a société à responsibilité limitée incorporated in the
Grand Duchy of Luxembourg, the direct parent of the Issuer;
·
"gaming" refers collectively to gaming and betting (and "gaming industry" refers collectively to the gaming
and betting industry);
·
"gross gaming revenue" refers to turnover (i.e., wagers) less the amounts paid out to players as winnings;
·
"Guarantees" refers to the guarantees of the Notes to be issued by each of the Guarantors;
·
"Guarantors" refers to each of the Guarantors described under "Description of the Notes--Guarantees";
·
"IFRS" refers to International Financial Reporting Standards as adopted by the European Union;
·
"Indenture" refers to the indenture governing the Notes to be dated the Issue Date by and among, inter alios,
the Issuer, the Guarantors, the Trustee and the Security Agent;
·
"Issue Date" refers to the date of original issuance of the Notes;
·
"Issuer" refers to Sisal Holding Istituto di Pagamento S.p.A., a joint stock company established under the laws
of the Republic of Italy;
·
"Mezzanine Facilities" refers to the mezzanine credit facilities under the Mezzanine Facilities Agreement;
·
"Mezzanine Facilities Agreement" refers to the mezzanine facility agreement dated as of October 16, 2006 (as
amended and restated from time to time, including on or about the Issue Date) by and among, inter alios,
Gaming Invest as borrower and Mizuho Corporate Bank, Ltd. as agent;
·
"net gaming revenue" refers to gross gaming revenue less the amount of taxes payable to the Italian treasury;
·
"Notes" refers to the Notes offered hereby;
·
"Offering" refers to the offering of the Notes hereby;
·
"Permira Funds" refers to certain funds advised by Permira Advisers LLP;
·
"Proceeds Loans" refers to the loan agreements to be entered into between (i) the Issuer, as lender, and Sisal
S.p.A. as borrower, (ii) Sisal S.p.A., as lender, and Sisal Entertainment S.p.A., as borrower and (iii) Sisal
Entertainment S.p.A., as lender, and Sisal Match Point S.p.A., as borrower, pursuant to which Issuer will lend,
and Sisal S.p.A. and Sisal Entertainment S.p.A. will further on-lend, certain of the proceeds of the Notes to
Sisal S.p.A., Sisal Entertainment S.p.A. and Sisal Match Point S.p.A., as applicable, in order to allow them to
repay in part the Senior Secured Credit Facilities, as described in "Use of Proceeds";
iv

·
"Refinancing" refers to the issuance of the Notes and the application of the proceeds therefrom to refinance, in
part, the amounts outstanding under the Senior Secured Credit Facilities as described in more detail under "Use
of Proceeds";
·
"Revolving Credit Facility" or "RCF" refers to the senior revolving credit facility made available pursuant to
the Senior Secured Credit Facilities Agreement, which will be repaid in part from the proceeds of the Offering
and which will remain available for future drawing;
·
"Second Lien Facilities" refers to the second-lien credit facilities under the Second Lien Facilities Agreement;
·
"Second Lien Facilities Agreement" refers to the second lien credit agreement dated as of October 16, 2006 (as
amended and restated from time to time, including on or about the Issue Date) by and among, inter alios,
Gaming Invest and the agent named therein;
·
"Security Agent" refers to The Royal Bank of Scotland plc, Milan Branch, as security agent under the
Indenture, the Senior Intercreditor Agreement, the Senior Secured Credit Facilities Agreement, the Second
Lien Facilities Agreement and the Mezzanine Facilities Agreement;
·
"Second Lien and Mezzanine Intercreditor Agreement" refers to the intercreditor agreement dated as of
October 16, 2006 by and among, inter alios, Gaming Invest and the Security Agent and the lenders under the
Second Lien Facilities Agreement and the Mezzanine Facilities Agreement;
·
"Senior Intercreditor Agreement" refers to the senior intercreditor agreement dated as of October 16, 2006 (as
amended and restated from time to time, including on or about the Issue Date) by and among, inter alios, the
Issuer, the Facility Agent and the Security Agent and to which the Trustee will accede on the Issue Date on
behalf of itself and as trustee and agent on behalf of holders of the Notes;
·
"Senior Secured Credit Facilities" refers to the senior credit facilities under the Senior Secured Credit Facilities
Agreement, including the Term Loans and the Revolving Credit Facility;
·
"Senior Secured Credit Facilities Agreement" refers to the senior credit agreement dated as of October 16,
2006 (as amended and restated from time to time, including on or about the Issue Date) by and among, inter
alios, the Issuer, the Facility Agent, the Security Agent and the Trustee as trustee and agent on behalf of the
holders of the Notes;
·
"Shareholder Loan C" refers to the subordinated shareholder loan dated as of October 16, 2006 (as amended
from time to time) among the Issuer (formerly, Giochi Holding S.p.A.) as borrower and Gaming Invest as
lender;
·
"Shareholder Loan ZC" refers to the subordinated zero coupon shareholder loan dated as of June 25, 2009 (as
amended from time to time) among the Issuer (formerly, Sisal Holding Finanziaria S.p.A.) as borrower and
Gaming Invest as lender;
·
"Shareholder Loans" refers collectively to Shareholder Loan C and Shareholder Loan ZC;
·
"SOGEI" refers to Società Generale d'Informatica S.p.A., an information and communication technology
company owned by the Italian Ministry of Economy and Finance that is generally responsible for, among other
things, the operation of the tax IT system;
·
"Term Loans" refers to the senior term loans made available pursuant to the Senior Secured Credit Facilities
Agreement, which will be repaid in part from the proceeds of the Offering;
·
"Trustee" refers to The Law Debenture Trust Corporation p.l.c., in its capacity as trustee, legal representative
(Mandatario con rappresentanza) under the Indenture and common representative (rappresentante comune) of
the holders of the Notes pursuant to Articles 2417 and 2418 of the Italian Civil Code;
·
"turnover" refers to the total amount of wagers collected and total amount of payments received from
customers in the gaming industry and convenience payment services industry, respectively;
·
"United States" or the "U.S." refers to the United States of America;
·
"U.S. Securities Act" refers to the U.S. Securities Act of 1933, as amended;
·
"Voting Agreement" refers to the voting agreement dated as of October 16, 2006 (as amended and restated
from time to time) by and among, inter alios, the Facility Agent as senior agent, Mizuho Corporate Bank, Ltd.
as mezzanine agent, and the Security Agent, and to which the Trustee will accede on the Issue Date on behalf
of itself and as trustee and agent on behalf of the holders of the Notes; and
·
"we", "us", "our", "SHIP", "Ship", "Sisal Group" and the "Group" refers to Sisal Holding Istituto di
Pagamento S.p.A. and its consolidated subsidiaries.
v

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this offering memorandum are not historical facts and are "forward-looking" within the
meaning of Section 27A of the U.S. Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"). This document contains certain forward-looking statements in various sections, including, without
limitation, under the headings "Summary", "Risk Factors", "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business", and in other sections where the offering memorandum includes statements about
our intentions, beliefs or current expectations regarding our future financial results, plans, liquidity, prospects, growth,
strategy and profitability, as well as the general economic conditions of the industry and country in which we operate. We
may from time to time make written or oral forward-looking statements in other communications. Forward-looking statements
include statements concerning our plans, objectives, goals, strategies, future events, future sales or performance, capital
expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our
business strategy and the trends we anticipate in the industries and the economic, political and legal environment in which we
operate and other information that is not historical information.
Words such as "believe", "anticipate", "estimate", "expect", "intend", "predict", "project", "could", "may", "will",
"plan" and similar expressions are intended to identify forward-looking statements but are not the exclusive means of
identifying such statements.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific,
and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These
risks, uncertainties and other factors include, among other things, those listed under "Risk Factors", as well as those included
elsewhere in this offering memorandum. You should be aware that a number of important factors could cause actual results to
differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking
statements. These factors include:
·
the existing regulatory framework, and potential changes to that framework or the introduction of more
stringent laws and regulations;
·
the competitive environment in which we operate, including from online offerings, illegal gaming and a
changing regulatory environment that may permit more participants;
·
the limited duration of the concessions required to operate our business, and the significant upfront cash
payments and performance bonds typically required to acquire or renew gaming concessions or convenience
payment services agreements;
·
the substantial penalties we face if we fail to perform under our concessions;
·
the obligation to transfer certain assets to regulatory authorities upon the expiration of certain concessions;
·
the potential exposure to an unfavourable outcome with respect to pending litigation, which could result in
substantial monetary damages;
·
a pending tax investigation, as well as potential changes in taxation or the interpretation or application of tax
laws;
·
economic weakness and political uncertainty, particularly in Italy;
·
negative perceptions and publicity surrounding the gaming industry;
·
our reliance on partners and retailers, as well as third party suppliers;
·
the need to maintain the value of our brands and address changes in consumer preferences and technological
developments;
·
our potential exposure to significant losses on fixed-odds betting products from time to time;
·
our exposure to credit risk and related exposure to losses;
·
our reliance on key persons and employees and satisfactory labour relations;
·
the challenges associated with making acquisitions;
·
the impact of sports scheduling and other seasonal factors affecting our business;
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·
our reliance on credit card payment service providers and other financial institutions;
·
the ability of our internal processes and systems to detect money laundering and fraud, and comply with data
privacy laws and other applicable laws;
·
our ability to maintain the security of our information technology systems and to protect our intellectual
property;
·
risks associated with the potential impairment of goodwill;
·
risks associated with our structure and the interests of our principal shareholders;
·
our high leverage and debt service obligations and restrictive debt covenants;
·
risks associated with the Collateral, including the ability of holders of the Notes to enforce and realise the value
of the Collateral; and
·
limitations imposed under Italian insolvency and other laws.
This list of important factors is not exhaustive. You should carefully consider the foregoing factors and other
uncertainties and events, especially in light of the political, economic, social and legal environment in which we operate. Such
forward-looking statements speak only as of the date on which they are made. Accordingly, we do not undertake any
obligation to update or revise any of them, whether as a result of new information, future events or otherwise. We do not
make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be
achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be
viewed as the most likely or standard scenario.
PRESENTATION OF FINANCIAL INFORMATION
This offering memorandum includes audited consolidated financial statements of the Issuer as of and for the years
ended December 31, 2010, 2011 and 2012. The consolidated financial statements of the Issuer have been prepared in
accordance with IFRS, each of which has been audited by PricewaterhouseCoopers S.p.A. Our audited consolidated financial
statements as of and for the years ended December 31, 2011 and 2012 include an emphasis of matter paragraph indicating that
some subsidiaries are party to litigation with the AAMS and with the Prosecutor of the Court of Auditors. See the audit
opinions of PricewaterhouseCoopers S.p.A. included therein and "Business--Legal Proceedings". In order to show trends in
our financial performance, we have also included certain consolidated statement of comprehensive income information and
consolidated statement of financial position information as of and for the years ended December 31, 2008 and 2009, each of
which has been derived from our audited consolidated financial statements as of and for the year ended December 31, 2009.
Unless otherwise indicated, all financial information contained in this offering memorandum has been prepared in accordance
with IFRS.
In 2010, 2011 and 2012 we made certain revisions to the classifications of our chart of accounts based on what we
considered to be a more precise classification of items. The reclassifications in 2010 and 2011 related to certain line items in
our consolidated statement of comprehensive income, while those in 2012 related only to certain line items in our
consolidated statement of financial position. See "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Income Statement Comparability". We do not believe that reclassifications impact the comparability of the
information across the historical periods presented. Line items that have been reclassified are unaudited.
In 2012 we also made certain revisions to the classifications for our cash flow statement. In particular, prior to 2012,
we reconciled the movements in cash flows to the movement in cash and cash equivalents, short term loans and the current
portion of long-term loans. From 2012, our cash flows have been reconciled to the changes in cash and cash equivalents. In
the audited consolidated financial statements as of and for the year ended December 31, 2012, the consolidated statement of
cash flow information for 2011 has been restated consistent with this new approach. For comparability purposes, the
statement of cash flow information for the years ended December 31, 2008, 2009 and 2010 presented in this offering
memorandum has also been restated using information from our accounting records. The consolidated statement of cash flow
information for 2008, 2009, 2010 and 2011 presented in this offering memorandum therefore differs from the consolidated
statement of cash flows included in our audited consolidated financial statements as of and for the years ended December 31,
2010 and 2011 included elsewhere in this offering memorandum, and from the audited consolidated financial statements as of
and for the year ended December 31, 2009. All such restated information is unaudited.
Beginning with the year ended December 31, 2012, we have adopted IFRS 8, relating to disclosures of segment
reporting information. In our audited consolidated financial statements as of and for the year ended December 31, 2012 we
have provided the disclosure required by IFRS 8 for 2012 and for the comparative period of 2011. Our financial segment
reporting is prepared on the basis of three business segments (Entertainment, Digital Games and Services and Lottery)
reflecting the management structure of our business and our internal financial reporting. We do not present business segment
reporting information for 2010 in our financial statements or in this offering memorandum. See Note 44 to the 2012 audited
consolidated financial statements for further information.
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This offering memorandum also includes certain financial information relating to Gaming Invest, including
information relating to amounts outstanding under the Mezzanine Facilities Agreement and the Second Lien Facilities
Agreement. Such financial information has been derived from the unconsolidated accounting records of Gaming Invest
prepared in accordance with Luxembourg GAAP.
The pro forma financial information contained in this offering memorandum has been derived by applying pro
forma adjustments to the Issuer's historical consolidated financial statements included elsewhere in this offering
memorandum. The pro forma financial information gives effect to the Refinancing as described in "Use of Proceeds", as
though it had occurred on January 1, 2012 for the pro forma statement of comprehensive income information and on
December 31, 2012 for the pro forma statement of financial position information. The unaudited pro forma adjustments and
the unaudited pro forma financial information set forth in this offering memorandum are based on available information and
certain assumptions and estimates that we believe are reasonable and may differ from actual amounts. The pro forma financial
information is for informational purposes only and does not purport to present what our results would actually have been had
these transactions occurred on the dates presented or to project our results of operations or financial position for any future
period or our financial condition at any future date.
Certain numerical figures set out in this offering memorandum, including financial data presented in millions or in
thousands, have been subject to rounding adjustments and, as a result, the totals of the data in the offering memorandum may
vary slightly from the actual arithmetic totals of such information.
USE OF NON-GAAP FINANCIAL MEASURES
Certain parts of this offering memorandum contain non-IFRS measures and ratios, including EBITDA, Adjusted
EBITDA, Adjusted EBITDA margin, Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA margin, changes in trade
working capital, SHIP net senior secured debt and SHIP net debt and GI net debt.
We define EBITDA as profit (or loss) for the year plus net finance expenses and similar, income taxes and
amortisation, depreciation, impairments and impairment of receivables.
We define Adjusted EBITDA as EBITDA adjusted for the effect of extraordinary items. Adjusted EBITDA in 2012
includes an adjustment of 16.5 million relating to fines imposed by the AAMS for failure to meet minimum required
volumes under our lottery concession. Adjusted EBITDA in 2008 includes an adjustment of 13.2 million relating to the costs
of settlement agreements signed during 2008 for the termination of contracts with certain senior managers and directors.
There were no extraordinary items in the years ended December 31, 2009, 2010 or 2011.
We define Adjusted EBITDA margin as Adjusted EBITDA divided by total revenues and income.
We define Pro Forma Adjusted EBITDA as Adjusted EBITDA as adjusted for the annualised net impact of cost
savings actually achieved during the year ended December 31, 2012.
We define Pro Forma Adjusted EBITDA Margin as Pro Forma Adjusted EBITDA divided by total revenues and
income.
We define changes in trade working capital as the sum of the movements in trade receivables, inventories and trade
payables as derived from the cash flow statements.
SHIP net senior secured debt consists of the principal amounts due under the Senior Secured Credit Facilities
Agreement less unrestricted cash. SHIP net senior secured debt does not include debt under finance leases, factoring of VAT
receivables and other sundry financial liabilities.
SHIP net debt and GI net debt consists of the principal amount of total debt of the Issuer and its consolidated
subsidiaries excluding amounts due under the Shareholder Loans and net of unrestricted cash of the Issuer and its consolidated
subsidiaries, plus amounts due by Gaming Invest under the Mezzanine Facilities Agreement and the Second Lien Facilities
Agreement net of cash of Gaming Invest.
EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Pro Forma Adjusted EBITDA, Pro Forma Adjusted
EBITDA margin, changes in trade working capital, SHIP net senior secured debt and SHIP net debt and GI net debt are non-
IFRS measures. We use these non-IFRS measures as internal measures of performance to benchmark and compare
performance, both between our own operations and as against other companies. These non-IFRS measures are used by the
Group, together with measures of performance under IFRS, to compare the relative performance of operations in planning,
budgeting and reviewing the performances of various businesses. We believe these non-IFRS measures are useful and a
commonly used measures of financial performance in addition to operating profit and other profitability measures, cash flow
provided by operating activities and other cash flow measures and other measures of financial position under IFRS because
they facilitate operating performance, cash flow and financial position comparisons from period to period, time to time and
company to company. By eliminating potential differences between periods or companies caused by factors such as
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depreciation and amortisation methods, financing and capital structures, taxation positions or regimes, we believe these non-
IFRS measures can provide a useful additional basis for comparing the current performance of the underlying operations
being evaluated. For these reasons, we believe these non-IFRS measures and similar measures are regularly used by the
investment community as a means of comparison of companies in our industry. Different companies and analysts may
calculate EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Pro Forma Adjusted EBITDA, Pro Forma Adjusted
EBITDA margin, changes in trade working capital, SHIP net senior secured debt and SHIP net debt and GI net debt
differently, so making comparisons among companies on this basis should be done very carefully. EBITDA, Adjusted
EBITDA, Adjusted EBITDA margin, Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA margin, changes in trade
working capital, SHIP net senior secured debt and SHIP net debt and GI net debt are not measures of performance under IFRS
and should not be considered in isolation or construed as a substitute for net operating profit or as an indicator of our cash
flow from operations, investing activities or financing activities or as an indicator of financial position in accordance with
IFRS. For the calculation of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Pro Forma Adjusted EBITDA, Pro
Forma Adjusted EBITDA margin, changes in trade working capital, SHIP net senior secured debt and SHIP net debt and GI
net debt, see "Summary--Summary Financial and Other Information".
In addition to EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Pro Forma Adjusted EBITDA, Pro Forma
Adjusted EBITDA margin, changes in trade working capital, SHIP net senior secured debt and SHIP net debt and GI net debt,
we have included other non-IFRS financial measures in this offering memorandum, some of which we refer to as "key
performance indicators". Certain key performance indicators include turnover, gross gaming revenue, net gaming revenue and
payout ratio. We believe that it is useful to include these non-IFRS measures as we use them for internal performance analysis
and the presentation by our business divisions of these measures facilitates comparability with other companies in our
industry, although our measures may not be comparable with similar measurements presented by other companies. These
other non-IFRS measures should not be considered in isolation or construed as a substitute for measures in accordance with
IFRS. For a description of certain of our key performance indicators, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Description of Key Line Items and Certain Key Performance Indicators--
Other Ratios and Measures".
MARKET AND INDUSTRY DATA
In this offering memorandum, we rely on and refer to information regarding our business and the markets in which
we operate and compete. Such market and industry data and certain industry forward-looking statements are derived from
various industry and other independent sources, where available. In particular, certain information has been derived from
AAMS data. The information in this offering memorandum that has been sourced from third parties has been accurately
reproduced and, as far as we are aware and able to ascertain from the information published by such third parties, no facts
have been omitted that would render the reproduced information inaccurate or misleading. Notwithstanding the foregoing,
such third party information has not been independently verified, and neither we nor the Initial Purchasers make any
representation or warranty as to the accuracy or completeness of such information set forth in this offering memorandum.
In addition, certain information in this offering memorandum for which no source is given, regarding our market
position relative to our competitors in the gaming and betting industry, is not based on published statistical data or information
obtained from independent third parties. Such information and statements reflect our best estimates based upon information
obtained from trade and business organisations and associations and other contacts within the industries in which we compete,
as well as information published by our competitors. To the extent that no source is given for information contained in this
offering memorandum, or such information is identified as being our belief, that information is based on the following: (i) in
respect of market share, information obtained from the AAMS, trade and business organisations and associations and other
contacts within the industries in which we compete and internal analysis of our sales data, and unless otherwise stated, market
share is based on turnover; (ii) in respect of industry trends, our senior management team's general business experience, as
well as their experience in our industry and the local markets in which we operate; and (iii) in respect of the performance of
our operations, our internal analysis of our audited and unaudited financial and other information. As some of the foregoing
information was compiled or provided by our management or advisers and is not publicly available, such information
accordingly may not be considered to be as independent as that provided by other third party sources.
TAX CONSIDERATIONS
Prospective purchasers of the Notes are advised to consult their own tax advisers as to the consequences of
purchasing, holding and disposing of the Notes, including, without limitation, the application of U.S. Federal tax laws to their
particular situations, as well as any consequences to them under the laws of any other taxing jurisdiction, and the
consequences of purchasing the Notes at a price other than the initial issue price in the Offering. See "Certain Tax
Considerations".
TRADEMARKS AND TRADE NAMES
We own or have rights to certain trademarks or trade names that we use in conjunction with the operation of our
businesses. Each trademark, trade name or service mark of any other company appearing in this offering memorandum
belongs to its holder.
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