LOTTOMATICA GROUP S.p.A.

Transcription

1 LOTTOMATICA GROUP S.p.A. INFORMATIONAL MEMORANDUM RELATING TO THE STOCK ALLOCATION PLAN, PREPARED PURSUANT TO ARTICLE 84-BIS OF THE CONSOB RULES UNDER RESOLUTION NO OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED Rome, 8 March 2012

2 Introduction On March 8, 2012 the Board of Directors of LOTTOMATICA GROUP S.p.A. (the Company or Lottomatica ) resolved to submit to the shareholders meeting scheduled on May 9 and 10, 2012, respectively on first and second call, the share allocation plan, to be reserved for the Company and/or its subsidiaries employees (the Share Allocation Plan, or simply, the Plan ), on the assumption that their participation or expected participation in the share capital of the Company is an incentive to the value creation, in view of their strategic role within the Company and its Group. The Share Allocation Plan should be considered material pursuant to Article 114-bis, 3 rd paragraph, of Legislative Decree no. 58 of February 24, 1998 (the TUF ), and to Article 84-bis, 2 nd paragraph, of the CONSOB Regulations adopted pursuant to resolution no of May 14, 1999, as subsequently amended and integrated (the Issuers Regulations ), as among its Beneficiaries (as below defined) there are members of the Board of Directors of the Company, its general manager and other Executives with Strategic Responsibilities (as below defined), even though the Plan does not include specific provisions reserved to them, exception made for the 3-year further retention period under Section 4.6 hereof. This informational memorandum has been prepared in conformity with Form 7 of Attachment 3A to the Issuers Regulations, including as regards the numbering of its paragraphs. Definitions The terms referenced below have the following meanings: Shares Additional Shares Beneficiaries Cash Equivalent Code Consob Relevant Subsidiary indicates the ordinary shares of the Company, listed on the Mercato Telematico Azionario MTA, organized and run by Borsa Italiana S.p.A., having a nominal value of 1 euro each; has the meaning given to them in Section 4.4 of the present Plan; refers to the persons, employees of the Company and/or its subsidiaries, to whom the Shares will be allocated (for free); has the meaning indicated in Section 3.4 of the present Plan; indicates the Italian Stock Exchange self-regulation code in its last edition of December 2011; indicates the Commissione Nazionale per le Società e la Borsa; indicates a company which is directly or indirectly controlled by Lottomatica, if the accounting value of the controlling participation represents more than 50% of Lottomatica s shareholders assets based upon the last approved consolidated financial statements. As of the date of this Informational Memorandum, there are no Relevant Subsidiaries; 2

3 Grant Date Executives with Strategic Responsibilities Consolidated EBITDA Privileged Information Company or Lottomatica indicates the date on which the Board of Directors of the Company resolves to grant a number of Shares to each of the Beneficiaries in execution of the Plan; indicates the Beneficiaries who, pursuant to Consob Rules no of March 12, 2010 on listed companies related party transactions, have the power and responsibility, either directly or indirectly, of the planning, direction and supervision of the activities of the Company, including directors (whether executive 1 or otherwise) of the Company; indicates earnings before taxes on the closing date of a financial year, as set forth in the consolidated financial statements approved by the Board of Directors of the Company, to which amortization and depreciation must be added, including non-monetary adjustments resulting from allocation of losses on purchases, interest receivable and payable or any other financial expenses, gains and losses on the disposal of intangible and tangible fixed assets, minority interest in the result for those shareholders which do not control Lottomatica. Consolidated EBITDA always includes non-recurring expenses and any extraordinary expenses, with the sole exception of those specifically approved by the Board of Directors of the Company; indicates information concerning directly Lottomatica or its subsidiaries, defined as such in the TUF; refers to Lottomatica Group S.p.A., having its headquarters in Rome, Viale del Campo Boario, 56/d. 1. Beneficiaries 1.1 Among the Beneficiaries, Marco Sala, Chief Executive Officer of Lottomatica, and Jaymin Patel, President and Chief Executive Officer of the Company s US based subsidiary of strategic relevance, GTECH Corporation, are members of the Board of Directors of the Company as well as Executives with Strategic Responsibilities. Among the Beneficiaries there are no members of management bodies of Lottomatica s parent companies, nor of its subsidiaries for whom conditions under Consob 1 Pursuant to the Section 2.C.1 of the Code, the following are qualified executive directors of an issuer: - the CEO of the issuer or a subsidiary having strategic relevance, including the chairmen when these are granted individual management powers or when they play a specific role in the definition of the business strategies; - the directors vested with management duties within the issuer or in one of its subsidiaries having strategic relevance, or in a controlling company when the office concerns also the issuer; - the directors who are members of the executive committee of the issuer, when no CEO is appointed or when the participation in the executive committee, taking into account the frequency of the meetings and the scope of the relevant resolutions, entails, as a matter of fact, the systematic involvement of its members in the day-to-day management of the issuer. 3

4 communications no. DME/ and DME/ of September 13, 2007 are applicable, such as the entitlement to additional rewards, Shares, offices or positions other than the employment, as a result of such subsidiary management membership. 1.2 The Plan is addressed to executives of the Company and/or its Italian subsidiaries and, in case of foreign subsidiaries, to Senior Vice Presidents, Vice Presidents, Key Directors and Managers. Among the Beneficiaries there are no consultants. 1.3 Among the Beneficiaries there is Renato Ascoli, General Manager and an Executive with Strategic Responsibilities of the Company. 1.4 Among the Beneficiaries who are Executives with Strategic Responsibilities there are also Alberto Fornaro, Chief Financial Officer of the Company, and Walter Bugno, President and CEO of the business unit SPIELO International. There are no categories of employees for whom different terms and conditions of the Plan were provided, exception made for the 3-year further retention period reserved to the Executives with Strategic Responsibilities under Section 4.2 hereof. 2. Reasons for the adoption of the Plan 2.1 Even this year, Lottomatica intends to focus the commitment of the Beneficiaries on targets of strategic importance, encourage loyalty and devotion as well as retain them within the group, link their remuneration to the upgraded value gained by the shareholders and improve the competitiveness of Lottomatica by encouraging the achievement of prefixed objectives, as well as maintain the remuneration of the Beneficiaries at competitive levels. Moreover, the Company believes that the Plan may align the interests of, among the others, the executive Directors, under the above Section 1.1, and the Executives with Strategic Responsibilities, under the above Sections 1.3 and 1.4, with those of the shareholders. In pursuing the above objectives, Lottomatica referred, among others, to Article 6 of the Code, whereby it is recommended that the variable components of the remuneration of the executive Directors and of the other Executives with Strategic Responsibilities be linked to predetermined and measurable criteria. At the same time, when setting multiyearly performance targets as indicated under the above Section 2.2 and binding Executives with Strategic Responsibilities to a further 3-year retention period as indicated under the above Section 4.6, the Company has sought to discourage exclusive focus on increasing the short term market value of the Shares, and more in general of the Company, which would undermine the creation of value in the medium-long period The Plan will be carried out over a total period of approximately five years, which is considered appropriate to measure Company s stable performance. As indicated under Section 2.3 below, the maximum number of Shares to be allocated to each Beneficiary will be determined by the Board of Directors of the Company pursuant to the criteria set forth under Section 4.4 hereof. In regards to the ratio between stock based incentive compensation and other components of total compensation packages of the Beneficiaries, the Company refers to the best practices adopted by companies operating in similar industries. 2.2 The actual delivery of the Shares to the Beneficiaries will be connected to and conditioned upon the Company reaching certain Consolidated EBITDA levels during the 2012, 2013 and 2014 financial years, considered as the whole, as well as upon reaching a 4

5 certain ratio between net consolidated financial indebtedness and Consolidated EBITDA, at the end of the same three financial years, i.e. as of December 31, 2014, as will be more specifically set by the Board of Directors when implementing the Share Allocation Plan The performance conditions referred to under Section 2.2 above will be applied to all Beneficiaries equally and will be defined, without being necessarily the same, in strict relation to the medium and long-term objectives of the Company. The Board of Directors believes that the above performance indicators are the most appropriate to favor corporate value upgrades, also taking into consideration the kind of business of the Company. 2.3 The Board of Directors of Lottomatica will determine the maximum number of Shares to be allocated to each Beneficiary, pursuant to the criteria set forth under Section 4.4 below, taking into account the role of each Beneficiary in the corporate organization and its influence in reaching both the general objectives and the development of the Company s business activities, and also considering the experience, the competence, the position and the years of employment within the group In addition to the criteria detailed under Section 2.3 above, the Board of Directors will be able to also take into account benefits granted pursuant to prior or current incentive Share based plans, without being in any case bound to it. 2.4 The Plan is based on financial instruments issued by the Company, which waives the obligation to provide, pursuant to the Issuers Regulations, the rationale for attributing financial instruments issued by entities other than the Company. 2.5 No specific tax or accounting implications have impacted the Plan. 2.6 The Plan is not financed by the Special Incentive Fund aimed at favoring the employees investment in their companies, pursuant to Article 4, 112 th paragraph of Law no. 350 of 24 December Approval of the Plan and timetable for allocation of the Shares 3.1 The Company s ordinary shareholders meeting convened to approve the Plan will be asked to confer upon the Board of Directors all necessary or appropriate powers to execute the Plan. By mere way of example, the Board of Directors will have the following powers, with the ability to appoint designees: (i) identifying the Beneficiaries among the executives of Lottomatica and/or its Italian subsidiaries, as well as among the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of its foreign subsidiaries, and setting the number of Shares to be so allocated to each such participant; (ii) setting the result-based conditions and/or the performance targets to which maturity and assignment of the Shares will be subject; (iii) establishing all other terms and conditions to execute the Plan; (iv) preparing and approving the terms and conditions governing the Plan, as well as amending and/or supplementing them, in accordance with the present memorandum and, if necessary, having consulted with the Company s Compensation Committee. 3.2 The Plan will be managed by the Resources and Shared Services Department of the Company, for the Beneficiaries being employees of Italian subsidiaries, and by the Gtech Coporation Human Resources Department, for the others employees; they will both 5

6 cooperated with the Corporate Affairs Department for the issuance of the Shares or for the use of own Shares, as the case may be, and to ensure compliance with internal dealing disclosure obligation, also for the drafting of the terms and conditions of the Plan; dealers or similar entities will be engaged as well to supply investment relates services. 3.3 No specific procedures are designed for Plan s reviews consequential upon amendments to the performance targets, but rather in the events under Section 4.23 hereof. 3.4 In order to serve the Plan, the Board of Directors (i) was empowered to increase the Company s share capital any pre-emption right being waived pursuant to Article 2441, fourth paragraph, second period of the Italian Civil Code by the extraordinary shareholders meeting of the Company held on April 28, 2011 for five years therefrom or, subject to the authorization eventually resolved by the shareholders meeting scheduled on May 9 and 10, 2012 (ii) will be entitled to use own Shares. In the event that, despite all conditions for the actual delivery of the Shares being met, the Company was unable to issue and/or deliver for free the Shares necessary pursuant to Article 2349, first paragraph, of the Italian Civil Code, the Company will be required to pay the Beneficiaries a monetary amount equal to the value of the Shares due (the Cash Equivalent ). In any case, the Company will have the power to pay out in whole or in part the Cash Equivalent in lieu of delivering the Shares. 3.5 Marco Sala and Jaymin Patel, in their capacity as Board members of Lottomatica and Beneficiaries, have abstained from discussing and voting during the Board meeting where it was resolved to submit it to the shareholders meeting. 3.6 The Board of Directors resolved to submit the Plan to the shareholders approval, at the meeting held on March 8, 2012, upon proposal by the Compensation Committee of March 7, The Board of Directors is expected to set the maximum number of Shares to be allocated to each Beneficiary, in one or more times, based on the powers granted by the shareholders meeting (see Section 3.4 above). 3.8 The official price of the Shares on the Mercato Telematico Azionario organized and run by Borsa Italiana S.p.A., on the dates under Section 3.6 above (i.e., March 7 and 8, 2012), was, respectively, equal to Euro and to Euro The official price of the Shares on the date on which the Board of Directors will make its decisions pursuant to Section 3.7 above, will be included in the press release to be issued on that date in compliance with article 84-bis of the Issuers Regulations. 3.9 The Board of Directors is expected to grant the Shares to the Beneficiaries, in one or more tranches, simultaneously with reviewing consolidated interim results. Thus the Company does not take any measure to avoid that the Grant Date may coincide with the dissemination of Privileged Information, also considering that: (i) the Shares are to be granted for free; and (ii) more in general, any such disclosure would very hardly affect the vesting of the Plan, which indeed will be based upon three-year future performance targets 4. Characteristics of the financial instruments to be allocated 6

7 4.1 The Plan provides for the allocation for free of Shares. Initially, the Board of Directors will identify the Beneficiaries, resolve on the maximum number of Shares to be allocated to each one of them, and approve the relevant terms and conditions (see Section 3.1 above). The Shares will be effectively delivered, pursuant to the procedures under Section 3.4 above, once that the performance targets and other conditions will have been met. 4.2 Subject to the performance targets and the other conditions being met, the Shares will be delivered after approval of the consolidated financial statements of Lottomatica for the financial year ended on December 31, In particular, as it will be provided for more in detail by the Board of Directors when implementing the Plan, not more than 50% of the total amount of Shares granted to each Beneficiary, and not voided, will be delivered to him/her after the approval of the consolidated financial statements as of December 31, 2014, and not less than 50% after one year. Please refer to Section 4.6 below for certain special constraints for the Executives with Strategic Responsibilities which however make the Shares not entirely available at the time of the delivery. 4.3 The Plan will, in any case, terminate on December 31, 2016, apart from the above said constraints. 4.4 The Plan provides for the granting of an aggregate number of 401,841 Shares. In particular, the Beneficiaries under Sections 1.1 and 1.3 above will be entitled to the following maximum number of Shares: Marco Sala no. 176,756 Shares, Jaymin Patel no. 83,044 Shares, Renato Ascoli no. 56,783 Shares. The Beneficiaries under Section 1.4 hereof will be entitled to an aggregate maximum amount of no. 85,258 Shares. The number of Shares to be issued or of treasury Shares to be used under the Plan shall be increased, even beyond the aggregate maximum number indicated above, by an amount (the Additional Shares ) equal to value of the dividends and reserves, or equal to the numbers of treasury shares, actually distributed by the Company during each financial exercise comprised within the duration of the Plan, as if the Shares had been actually delivered to the Beneficiaries at the same time to their participation to the Plan. 4.5 Procedures, modalities, terms and conditions to execute the Plan which are not described in this Information Memorandum, shall be set by the Board of Directors of the Compnay based on the powers granted to it by the shareholders meeting called to approve the Plan. As indicated under Section 2.2 above, the actual delivery of the Shares to the Beneficiaries will be connected to and conditioned upon the Company reaching certain Consolidated EBITDA levels during the 2012, 2013 and 2014 financial years, considered as the whole, as well as upon reaching a certain ratio between net consolidated financial indebtedness and Consolidated EBITDA, at the end of the same three financial years, i.e. as of December 31, 2014, as will be more specifically set by the Board of Directors when implementing the Share Allocation Plan. 4.6 The Shares actually delivered to the Beneficiaries will be freely transferable, except for those Shares owned by the Beneficiaries identified under the previous Sections 1.1, 1.3 and 1.4, who are required to retain for three years, following the delivery, a quota at least equal to 20% of the Shares and of the Additional Shares received, or of the Shares purchased through the mandatory investment of 20% of the Cash Equivalent, as the case may be. 7

8 4.7 No forfeiture is provided in case a Beneficiary carries out hedging transactions aimed at circumventing the prohibition to dispose of the assigned Shares under Section 4.6 above. 4.8 If the employment is terminated for disability or death, the Beneficiary and it heirs will be entitled to the Shares and the Additional Shares due at the time of the achievement of the Plan s performance targets under Section 2.2 hereof, even if these were not yet ascertained. In case of and simultaneously with the termination of the employment for any other reason, and saved any contrary mandatory law provision, the Beneficiary will definitely lose the right to receive the Shares and the Additional Shares not yet delivered to him/her, irrespective of whether the Plan s performance targets under Section 2.2 hereof have been achieved. Relocation of a Beneficiary from the Company to one of its subsidiaries and vice versa, as well as from one subsidiary to another, will not lead to forfeiture of the allocated Shares and Additional Shares. The Board of Directors, if possible and in its discretionary and unquestionable judgment, may allow the Beneficiary to maintain the rights set forth in the Plan in the event that the employment is terminated but, at the same time, the Beneficiary takes or maintains the office as director of the Company and/or of any of its subsidiaries. In the event that, before termination of the employment for any reason, a change of control over the Company occurs, the Board of Directors can take any actions it believes appropriate and equitable to preserve the aims of the Plan and the interests of the Beneficiaries. Such actions may include, for example, the delivery of the Shares and Additional Shares to the Beneficiary, in whole or in part, irrespective of whether the Plan s performance targets have been met or not. The Board of Directors may, in its discretionary and unquestionable judgment, entitle the Beneficiary, his/her heirs and successors to the Shares and Additional Shares in a broader manner than that provided for herein, or allocate to other Beneficiaries the Shares and Additional Shares made available following termination of the employment. 4.9 No causes for cancellation of the Plan are given No Share redemption by the Company is given No loans nor other credit facilities are given to favor the purchase of the Shares pursuant to Article 2358 of the Italian Civil Code, also because the Shares are allocated and delivered free of charge The Plan s burden on the Company is not yet quantifiable Assuming the full allocation and vesting of the Shares under Section 4.4 above, the Plan s dilutive effect, net of the Additional Shares, would be equal to approximately 0.47% of Lottomatica s current Share capital No restrictions are imposed on voting or on dividend rights of the Shares delivered pursuant to the Plan. 8

9 Shares allocated but not yet delivered are not equipped with voting rights but, subject to vesting, do entitle to dividends in the form of Additional Shares No information is given to appraise the Shares as they are traded on the Mercato Telematico Azionario organized and run by Borsa Italiana S.p.A No information is given on the number of financial instruments underlying each option, as required by Form 7 of Attachment 3A to the Issuers Regulations, as the Plan provides for the allocation of Shares No information is given on the expiration date for the exercise of options, as required by Form 7 of Attachment 3A to the Issuers Regulations, as the Plan provides for the allocation of Shares No information is given on exercise procedures, timescales and clauses of the options, as required by Form 7 of Attachment 3A to the Issuers Regulations, as the Plan provides for the allocation of Shares No information is given on the strike price of the options and on the methods and criteria for its determination, as required by Form 7 of Attachment 3A to the Issuers Regulations, as the Plan provides for the free allocation of Shares No information is given on the possible divergence between the strike and the market price of the options, as required by Form 7 of Attachment 3A to the Issuers Regulations, as the Plan provides for the free allocation of Shares No information is given on the criteria for the establishment of different prices among beneficiaries or among different classes of beneficiaries, as required by Form 7 of Attachment 3A to the Issuers Regulations, as the Plan provides for the free allocation of Shares No information is given on the value to be attributed to financial instruments underlying the options or on the criteria to determine their value, if not traded on regulated markets, as required by Form 7 of Attachment 3A to the Issuers Regulations, as the Plan provides for the allocation of Shares traded on the Mercato Telematico Azionario organized and run by Borsa Italiana S.p.A In the event of capital increases whether for free or for consideration other than those serving stock incentive plans, including the Plan, or splits or reverse-splits of Shares, reserve distributions, mergers, demergers, delisting of the Shares from the official trading on the Mercato Telematico Azionario, new law provisions or other events capable of impacting the Shares, or the likelihood that the Plan s performance targets be met, the Company s Board of Directors will make such changes or amendments to the Plan as it considers necessary or appropriate to keep its content unaltered to the extent possible, including delivering the Shares to the Beneficiaries Table under form 7 of attachment 3A to the Issuers Regulations is appended hereto. 9