INTRALOT S.A.
Document for the offer in Greece of INTRALOT's shares in the framework of the annual implementation of its stock option plan (programs I & II)
The Company INTRALOT, in the framework of a) the annual implementation of the Stock Option Plan (the Plan I) addressed to the INTRALOT's Management, the personnel of INTRALOT and of INTRALOT's subsidiaries, as it (Plan I) was approved by the Extraordinary General Meetings of the Shareholders of the company on 28.02.2001 and 27.09.2001 and b) the implementation of the Stock Option Plan that has been approved by the General Assemblies of the Shareholders on 4.05.2005 and 22.09.2006 ("the Plan II"), relating to the Company Management, the General Directors and the Managerial Officers of the Company and of its subsidiary companies in Greece and abroad, informs the investors the following:
a)-In the framework of the implementation Plan I, the beneficiaries of Stock Option Rights, are invited to declare in writing to the Company's Board of Directors their intention to exercise fully or partially their rights and to pay in cash the price within the first fortnight of December 2007.
-The above offer concerns 5 beneficiaries of the Company and its subsidiaries and relates to 32,768 new common registered shares of INTRALOT, with a nominal value of euros 0.30 each, that will result from the share capital increase of the Company that will take place on December 2007, without amendment of it's the Company's statutes and without affording a pre-emption right on the existing shares during the issuance, according to the article 13 par. 13 of Codified Law 2190/1920.
According to the Plan I (in effect from November 2002), the issuance price of the new shares, whenever the Rights are exercised, is euros 5.87 per share. However, following the decision of the Board of Directors of the Company at 16.9.2005 (and in execution of the decisions of the General Meeting of the shareholders of the Company which provide that in the event that the number of shares of the Company is altered then both the number of the shares of the beneficiary, and the offer price will be readjusted so as to allow that the proportion of participation of each beneficiary to the share capital of the Company will remain constant), the issuance price of the new shares was set, due to the increase of the share capital of the Company, after the decision of the General Meeting taken on 04.05.2005 and the issuance of one new share for each old, for the years 2005 and 2006, to euros 2.935 per share.
Following the decision of the Board of Directors of the Company at 31.10.2007 (and in execution of the decisions of the General Meeting of the shareholders of the Company which provide that in the event that the number of shares of the Company is altered then both the number of the shares of the beneficiary, and the offer price will be readjusted so as to allow that the proportion of participation of each beneficiary to the share capital of the Company will remain constant) the issuance price of the new shares was set, due to the increase of the share capital of the Company, after the decision of the General Meeting taken on 24.10.2007 and the issuance of one new share for each old, for the current year and the years to come, to euros 1.468 per share.
b) - In the framework of the implementation Plan II, the beneficiaries of Stock Option Rights, are invited to declare in writing to the Company's Board of Directors their intention to exercise fully or partially their rights and to pay in cash the price within the first fortnight of December 2007. - The above offer concerns: a) for the first year of the Plan II (2006) to 12 beneficiaries of the Company and its subsidiaries and relates to 87,310 new common registered shares, of nominal value euros 0.30 each, and for full disclosure purposes is noticed that entitled to Stock Option Rights for the first year of the Plan II are 7 officers of its subsidiaries abroad and b) for the second year of the Plan II (2006) to 160 beneficiaries of the Company and its subsidiaries and relates to 1,300,000 new common registered shares, of nominal value euros 0.30 each. Also, for full disclosure purposes is noticed that entitled to Stock Option Rights for the second year of the Plan II are 33 officers of its subsidiaries abroad.
The total shares will results from the share capital increase of the Company that will take place on December 2007, without amendment of the Company's Statute, and without affording preemption right on the existing shares during the issuance, according to article 13 paragraph 13 of the Codified Law 2190/1920.
According to the Plan II, the issuance price of the new shares, whenever the rights are exercised, is 10 euros per share.
Following the decision of the Board of Directors of the Company at 31.10.2007 (and in execution of the decisions of the General Meeting of the shareholders of the Company which provide that in the event that the number of shares of the Company is altered then both the number of the shares of the beneficiary, and the offer price will be readjusted so as to allow that the proportion of participation of each beneficiary to the share capital of the Company will remain constant) the issuance price of the new shares was set, due to the increase of the share capital of the Company, after the decision of the General Meeting taken on 24.10.2007 and the issuance of one new share for each old, for the current year and the years to come, to euros 5.00 per share.
INTRALOT's Board of Directors during December 2007, will decide via its decisions and proceed to the increases of the share capital of the Company and the issuance of new common registered shares (in accordance with Plan I and Plan II), in proportion with the number of rights that will have been exercised by declaration of the beneficiaries and the number of shares that will be paid during December 2007.
After timely payment of the price of the shares by the beneficiaries, the Board of Directors will certify the payment of the increases ( in accordance with Plan I and Plan II) and will proceed to all legal actions, according to the applicable legislation, so as the new shares will start to be traded in the Athens Stock Exchange. The stock option plan is personally and without transfer. The number of the new shares which they will be published from the exercise of the programs I & II and will be asked their import to the ATHEX, it depends from the number of shares which will be exercised and from the corresponding sum which will be paid. Each publication of new shares, will being in its entirety the Administrative Approvals and Authorizations that are required by the Law.
a)-In the framework of the implementation Plan I, the beneficiaries of Stock Option Rights, are invited to declare in writing to the Company's Board of Directors their intention to exercise fully or partially their rights and to pay in cash the price within the first fortnight of December 2007.
-The above offer concerns 5 beneficiaries of the Company and its subsidiaries and relates to 32,768 new common registered shares of INTRALOT, with a nominal value of euros 0.30 each, that will result from the share capital increase of the Company that will take place on December 2007, without amendment of it's the Company's statutes and without affording a pre-emption right on the existing shares during the issuance, according to the article 13 par. 13 of Codified Law 2190/1920.
According to the Plan I (in effect from November 2002), the issuance price of the new shares, whenever the Rights are exercised, is euros 5.87 per share. However, following the decision of the Board of Directors of the Company at 16.9.2005 (and in execution of the decisions of the General Meeting of the shareholders of the Company which provide that in the event that the number of shares of the Company is altered then both the number of the shares of the beneficiary, and the offer price will be readjusted so as to allow that the proportion of participation of each beneficiary to the share capital of the Company will remain constant), the issuance price of the new shares was set, due to the increase of the share capital of the Company, after the decision of the General Meeting taken on 04.05.2005 and the issuance of one new share for each old, for the years 2005 and 2006, to euros 2.935 per share.
Following the decision of the Board of Directors of the Company at 31.10.2007 (and in execution of the decisions of the General Meeting of the shareholders of the Company which provide that in the event that the number of shares of the Company is altered then both the number of the shares of the beneficiary, and the offer price will be readjusted so as to allow that the proportion of participation of each beneficiary to the share capital of the Company will remain constant) the issuance price of the new shares was set, due to the increase of the share capital of the Company, after the decision of the General Meeting taken on 24.10.2007 and the issuance of one new share for each old, for the current year and the years to come, to euros 1.468 per share.
b) - In the framework of the implementation Plan II, the beneficiaries of Stock Option Rights, are invited to declare in writing to the Company's Board of Directors their intention to exercise fully or partially their rights and to pay in cash the price within the first fortnight of December 2007. - The above offer concerns: a) for the first year of the Plan II (2006) to 12 beneficiaries of the Company and its subsidiaries and relates to 87,310 new common registered shares, of nominal value euros 0.30 each, and for full disclosure purposes is noticed that entitled to Stock Option Rights for the first year of the Plan II are 7 officers of its subsidiaries abroad and b) for the second year of the Plan II (2006) to 160 beneficiaries of the Company and its subsidiaries and relates to 1,300,000 new common registered shares, of nominal value euros 0.30 each. Also, for full disclosure purposes is noticed that entitled to Stock Option Rights for the second year of the Plan II are 33 officers of its subsidiaries abroad.
The total shares will results from the share capital increase of the Company that will take place on December 2007, without amendment of the Company's Statute, and without affording preemption right on the existing shares during the issuance, according to article 13 paragraph 13 of the Codified Law 2190/1920.
According to the Plan II, the issuance price of the new shares, whenever the rights are exercised, is 10 euros per share.
Following the decision of the Board of Directors of the Company at 31.10.2007 (and in execution of the decisions of the General Meeting of the shareholders of the Company which provide that in the event that the number of shares of the Company is altered then both the number of the shares of the beneficiary, and the offer price will be readjusted so as to allow that the proportion of participation of each beneficiary to the share capital of the Company will remain constant) the issuance price of the new shares was set, due to the increase of the share capital of the Company, after the decision of the General Meeting taken on 24.10.2007 and the issuance of one new share for each old, for the current year and the years to come, to euros 5.00 per share.
INTRALOT's Board of Directors during December 2007, will decide via its decisions and proceed to the increases of the share capital of the Company and the issuance of new common registered shares (in accordance with Plan I and Plan II), in proportion with the number of rights that will have been exercised by declaration of the beneficiaries and the number of shares that will be paid during December 2007.
After timely payment of the price of the shares by the beneficiaries, the Board of Directors will certify the payment of the increases ( in accordance with Plan I and Plan II) and will proceed to all legal actions, according to the applicable legislation, so as the new shares will start to be traded in the Athens Stock Exchange. The stock option plan is personally and without transfer. The number of the new shares which they will be published from the exercise of the programs I & II and will be asked their import to the ATHEX, it depends from the number of shares which will be exercised and from the corresponding sum which will be paid. Each publication of new shares, will being in its entirety the Administrative Approvals and Authorizations that are required by the Law.