Aristocrat Acquisition of VGT Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.
IMPORTANT NOTICES AND DISCLAIMER
This presentation has been prepared by Aristocrat Leisure Limited (ABN 44 002 818 368) ("Aristocrat" or "Company").
Summary information
This presentation contains summary information about Aristocrat and its subsidiaries and their activities current as at 7 July 2014. The information in this presentation is a general background and does not purport to be complete or comprise all the information that
an investor should consider when making an investment decision. It should be read in conjunction with Aristocrat's other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange ("ASX"), which are available at
www.asx.com.au.
Not financial product or investment advice
This presentation is for information purposes only and is not a prospectus, product disclosure statement or other offer document under Australian law or the law of any other jurisdiction. This presentation is not financial product or investment advice, a
recommendation to acquire Aristocrat securities or accounting, legal or tax advice. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should
consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek legal and taxation advice appropriate to their jurisdiction. Aristocrat is not licensed to provide financial product advice in respect of
Aristocrat securities. Cooling off rights do not apply to the acquisition of Aristocrat securities.
Past performance
Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of Aristocrat's views on its future financial performance or condition. Investors should note that past
performance, including past share price performance, of Aristocrat cannot be relied upon as an indicator of (and provides no guidance as to) future Aristocrat performance including future share price performance. The historical information of Aristocrat included in
this presentation is, or is based on, information that has previously been released to the market.
Financial data
Investors should be aware that certain financial data included in this presentation may be "non-IFRS financial information" under Regulatory Guide 230 Disclosing non-IFRS financial information published by the Australian Securities and Investments Commission
("ASIC") or "non-GAAP financial measures" under Regulation G of the U.S. Securities Exchange Act of 1934 (including net debt, net interest, interest cover, EBIT and EBITDA). The disclosure of such non-GAAP financial measures in the manner included in this
presentation would not be permissible in a registration statement under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"). Aristocrat believes this non-IFRS financial information provides, and these non-GAAP financial measures provide, useful
information to users in measuring the financial performance and conditions of Aristocrat. The non-IFRS financial information and these non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and,
therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Investors are cautioned,
therefore, not to place undue reliance on any non-IFRS financial information or non-GAAP financial measures and ratios included in this presentation. Investors should note that this presentation contains pro-forma historical financial information. The pro-forma
historical financial information included in this presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission. This presentation contains certain pro forma information
that reflects our current expectations and assumptions regarding the effect that our pending acquisition of VGT would have had it been completed as of an earlier date.
The pro forma information does not purport to present the results that would have actually occurred had the acquisition been completed on the assumed date, or which may be realized in the future.
Future performance
Numbers contained in this presentation may not add due to rounding. This presentation contains certain "forward-looking statements". The words "expect", "anticipate", "estimate", "intend", "believe", "guidance", "should", "could", "may", "will", "predict", "plan" and
other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates
provided in this presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.
Forward-looking statements, including projections, indications or guidance on future earnings and financial position, including EPS guidance, expected synergies of the acquisition of VGT, including cost synergies, and estimates, are provided as a general guide
only and should not be relied upon as an indication or guarantee of future performance. This presentation contains such statements that are subject to risk factors associated with the gaming industry. It is believed that the expectations reflected in these statements
are reasonable, but they may be affected by a range of variables which could cause actual results or trends to differ materially. No representation, warranty or assurance (express or implied) is given or made in relation to any forward-looking statement by any
person including Aristocrat. In particular, no representation, warranty or assurance (express or implied) is given that the occurrence of the events expressed or implied in any forward-looking statements in this presentation will actually occur. Actual results,
performance or achievement may vary materially from any projections and forward-looking statements and the assumptions on which those statements are based. The forward-looking statements in this presentation speak only as of the date of this presentation.
Subject to any continuing obligations under applicable law or any relevant ASX listing rules, Aristocrat disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statements in this presentation to reflect any change in
expectations in relation to any forward-looking statements or any change in events, conditions or circumstances on which any such statement is based. Nothing in this presentation will under any circumstances create an implication that there has been no change in
the affairs of Aristocrat since the date of this presentation. Investors should not unduly rely on our forward-looking statements.
Investment risk
An investment in Aristocrat securities is subject to investment and other known and unknown risks, some of which are beyond the control of Aristocrat, including possible delays in repayment and loss of income and principal invested. Aristocrat does not guarantee
any particular rate of return or the performance of Aristocrat, nor does it guarantee the repayment of capital from Aristocrat or any particular tax treatment. Persons should have regard to the risks outlined in this presentation. See "Key Risk Factors" for certain risks
to be connection with an investment in Aristocrat's securities.
Not an offer in the United States
This presentation is not and should not be considered an offer to sell, or an invitation or solicitation to buy, Aristocrat securities or any other financial products and does not and will not form any part of any contract for the acquisition of Aristocrat securities.
This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this presentation have not been, and will not be, registered under the US Securities Act and may not be offered or
sold in the United States except in transactions exempt from, or not subject to, the registration requirements under the US Securities Act and applicable US state securities laws. The distribution of this presentation in other jurisdictions outside Australia may also be
restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
By accepting or accessing this presentation you represent and warrant that you are entitled to receive such presentation in accordance with the above restrictions and agree to be bound by the limitations contained herein. No representation or warranty is or will be
made by any legal or natural person in relation to the accuracy or completeness of all or part of this document, or the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects or returns contained in, or implied by, this document or any
part of it. To the extent this document includes information derived from third party sources, it has not been independently verified.
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