SUMMARY

        The following summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that may be important to you. Accordingly, holders of International Game Technology ("IGT") common shares ("IGT shareholders") and GTECH S.p.A. ("GTECH") ordinary shares ("GTECH shareholders") are encouraged to read carefully this entire proxy statement/prospectus, its Annexes and the documents referred to or incorporated by reference in this proxy statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that item. Please see "Where You Can Find More Information" beginning on page 407.

Information about the Companies (see page 83)

International Game Technology

        International Game Technology is a global gaming company specializing in the design, development, manufacture, and marketing of casino-style gaming equipment, systems technology, and game content across multiple platforms—land-based, online real-money and social gaming. IGT is a leading supplier of gaming entertainment products worldwide and provides a diverse offering of quality products and services at competitive prices, designed to enhance the gaming player experience.

        International Game Technology was incorporated in Nevada in December 1980 to facilitate its initial public offering in 1981. Principally serving the U.S. gaming markets when founded, IGT expanded into jurisdictions outside the U.S. beginning in 1986.

        The principal executive offices of IGT are located at 6355 South Buffalo Drive, Las Vegas, Nevada 89113 and its telephone number at that address is (702) 669-7777.

GTECH S.p.A.

        GTECH S.p.A. is a corporation (società per azioni) incorporated under the laws of Italy. The predecessor of GTECH was founded in 1990 as a consortium organized under the laws of Italy and later converted into a corporation. GTECH is one of the leading gaming operators in the world based on total wagers and, through its subsidiaries, including GTECH Corporation, is a leading B2B provider of lottery and gaming technology solutions and services worldwide. GTECH's goal is to be the leading commercial operator and provider of technology in the regulated worldwide gaming markets by delivering market leading products and services with a steadfast commitment to integrity, responsibility and growth. GTECH is listed on the ISE under the trading symbol "GTK" and has a Sponsored Level 1 American Depositary Receipt program listed on the United States over the counter market under the trading symbol "GTKYY". GTECH provides business-to-consumer and business-to-business products and services to customers in approximately 100 countries worldwide on six continents and had 8,668 employees at September 30, 2014.

        The principal executive offices of GTECH S.p.A. are located at Viale del Campo Boario 56/D, 00154 Roma, Italy and its telephone number at that address is +39 06 51 899 1.

GTECH Corporation

        GTECH Corporation is a Delaware corporation and a wholly owned subsidiary of GTECH S.p.A.

        The principal executive offices of GTECH Corporation are located at 10 Memorial Boulevard, Providence, RI 02903 and its telephone number at that address is (401) 392-1000.

Georgia Worldwide PLC

        Georgia Worldwide PLC ("Holdco") is a public limited company organized under the laws of England and Wales. Holdco was incorporated on July 11, 2014 for the purpose of effecting the Mergers

(as defined below) as a private limited liability company under the legal name Georgia Worldwide Limited. On September 16, 2014, Holdco was re-registered as a public limited company under the legal name Georgia Worldwide PLC. Holdco has not conducted any business operations other than that incidental to its formation and in connection with the transactions contemplated by the Merger Agreement. As of the date of this proxy statement/prospectus, Holdco does not beneficially own any shares of IGT common stock. Following the Mergers, it is expected that Holdco ordinary shares will be listed on the NYSE.

        The principal executive offices of Georgia Worldwide PLC are located at 11 Old Jewry, 6th Floor, London, EC2R 8DU, United Kingdom and its telephone number at that address is +44 (0) 203 131 0300. Georgia Worldwide PLC's registered agent is Elian Corporate Services (UK) Limited (formerly Ogier Corporate Services (UK) Ltd.), 11 Old Jewry, 6th Floor, London, EC2R 8DU and its telephone number is +44 207 160 5000.

Georgia Worldwide Corporation

        Georgia Worldwide Corporation ("Sub") a wholly owned subsidiary of Holdco, was incorporated on July 11, 2014 under the laws of the State of Nevada. Sub is a wholly owned subsidiary of Holdco that was formed solely for the purpose of effecting the IGT Merger (as defined below). Sub has not conducted any business operations other than that incidental to its formation and in connection with the transactions contemplated by the Merger Agreement. As of the date of this proxy statement/prospectus, Sub does not beneficially own any shares of IGT common stock.

        The principal executive offices of Sub are located at 10 Memorial Boulevard, Providence, RI 02903 and its telephone number is (401) 392-1000.

The Agreement and Plan of Merger (see page 156)

        A copy of the Agreement and Plan of Merger (as amended, the "Merger Agreement") is attached as Annex A to this proxy statement/prospectus. GTECH and IGT encourage you to read the entire Merger Agreement carefully because it is the principal document governing the Mergers. For more information on the Merger Agreement, see the section entitled "The Merger Agreement" beginning on page 156.

Structure of the Transaction (see page 156)

        The transaction will take place in two steps. First, GTECH will merge with and into Holdco in a cross-border merger (the "Holdco Merger") pursuant to which, following the effective time of the Holdco Merger (the "Holdco Merger Effective Time"), the independent existence of GTECH will cease, with Holdco surviving as the continuing entity. Immediately following the Holdco Merger Effective Time, Sub will merge with and into IGT in a reverse subsidiary merger, with IGT surviving as a wholly owned subsidiary of Holdco (the "IGT Merger" and, together with the Holdco Merger, the "Mergers").

        The following diagrams illustrate in simplified terms the current structure of GTECH and IGT and the expected structure of Holdco following the completion of the combination and certain reorganization transactions.

Pre-Transaction Structure

Post-Transaction Structure*

*

Ownership percentages shown are based on the number of GTECH ordinary shares and IGT common stock outstanding on the record date and the exercise of rescission rights by GTECH shareholders representing 11.3% of GTECH's fully paid-up share capital as of the record date (assuming all the shares for which rescission rights have been exercised are repurchased by GTECH and cancelled in the context of the Holdco Merger).

Merger Consideration (see page 157)

Holdco Merger

        Subject to the terms and conditions of the Merger Agreement, at the Holdco Merger Effective Time, each GTECH ordinary share, other than GTECH ordinary shares owned by Holdco, Sub, GTECH, GTECH Corporation ("GTECH US"), IGT or any of their respective subsidiaries, will be converted into the right to receive one Holdco ordinary share.

IGT Merger

        Subject to the terms and conditions of the Merger Agreement, at effective time of the IGT Merger (the "IGT Merger Effective Time"), each issued and outstanding share of IGT common stock, other than shares owned by Holdco, Sub, GTECH, GTECH US, IGT or any of their respective subsidiaries, will be converted into the right to receive a combination of (i) the "Per Share Cash Amount," which is $13.69 in cash (together with any additional cash described in clause (iii) below) and (ii) the "Exchange Ratio," which is equal to a number of ordinary shares, nominal value $0.10 per share of Holdco (the "Holdco ordinary shares") determined by dividing $4.56 by the GTECH Share Trading Price, subject to a minimum of 0.1582 Holdco ordinary shares and a maximum of 0.1819 Holdco ordinary shares, provided that (iii) if the Exchange Ratio would, but for the cap described in clause (ii), exceed 0.1819, the Per Share Cash Amount will be increased by an additional amount in cash equal to the product of such excess number of shares (up to a maximum of 0.0321) and the GTECH Share Trading Price. The "GTECH Share Trading Price" is equal to the average of the volume-weighted average prices of ordinary shares, par value €1.00 of GTECH (the "GTECH ordinary shares") on the ISE (converted to the U.S. dollar equivalent) on ten randomly selected days within the period of 20 consecutive trading days ending on the second full trading day prior to the IGT Merger Effective Time.

        Based on the number of GTECH ordinary shares and shares of IGT common stock outstanding on the record date, and the exercise of rescission rights by GTECH shareholders representing 11.3% of GTECH's fully paid-up share capital as of the record date, it is anticipated that former IGT shareholders will own approximately 22.8% and former GTECH shareholders will own approximately 77.2% of the issued and outstanding Holdco ordinary shares immediately after completion of the Mergers. De Agostini, the largest shareholder of GTECH, is expected to own 51.8% of the issued and outstanding Holdco ordinary shares immediately after completion of the Mergers. It is currently estimated that (i) Holdco will issue or reserve for issuance approximately 153 million Holdco ordinary shares for the Holdco Merger and approximately 45 million Holdco ordinary shares for the IGT Merger and (ii) that the aggregate cash portion of the consideration to be paid to IGT shareholders will be approximately $3.5 billion.

        In lieu of fractional shares, each IGT shareholder otherwise entitled to a fractional Holdco ordinary share will be entitled to receive an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the GTECH Share Trading Price by (ii) the fractional entitlement.

Treatment of GTECH Equity Awards (see page 158)

        Stock Options.    At the Holdco Merger Effective Time, each stock option to acquire GTECH ordinary shares based on the value thereof granted under any GTECH stock plan that is outstanding immediately prior to the Holdco Merger Effective Time will be converted into an option, on the same terms and conditions as were applicable to the GTECH stock option prior to the Holdco Merger based on that number of Holdco ordinary shares equal to the product obtained by multiplying (i) the number of GTECH ordinary shares subject to GTECH stock option or stock appreciation right immediately prior to the Holdco Merger Effective Time by (ii) the Holdco Exchange Ratio, at an exercise price per share equal to the quotient obtained by dividing (A) the per share exercise price specified in the stock option immediately prior to the Holdco Merger Effective Time by (B) the Holdco Exchange Ratio.

        Restricted Stock Awards.    At the Holdco Merger Effective Time, each GTECH ordinary share subject to vesting or other lapse restrictions pursuant to the GTECH stock plan immediately prior to the Holdco Merger Effective Time will be converted into the right to receive a number of Holdco ordinary shares equal to the Holdco Exchange Ratio, subject to the same terms and conditions as were applicable to the GTECH restricted share award prior to the Holdco Merger.

Treatment of IGT Equity Awards (see page 159)

        Stock Options.    At the IGT Merger Effective Time, each outstanding unvested IGT stock option will fully vest and each outstanding IGT stock option will be cancelled in exchange for a cash payment equal to the product of (i) the total number of shares subject to such stock option and (ii) the excess, if any, of the Cash Amount over the exercise price per share of such stock option. Any IGT stock option that has a per-share exercise price that is greater than the Cash Amount will be cancelled for no consideration. The "Cash Amount" is equal to the sum of (a) the Per Share Cash Amount and (b) the product of the Exchange Ratio and the GTECH Share Trading Price.

        Restricted Stock Units.    At the IGT Merger Effective Time, except as noted below, each outstanding award of IGT restricted stock units (including performance-based restricted stock units) will fully vest and be cancelled in exchange for an amount equal to the product of (i) the number of shares subject to such award (which, in the case of performance-based restricted stock units, will be based on performance measures achieved or deemed achieved as of the IGT Merger Effective Time), and (ii) the Cash Amount. IGT restricted stock unit awards granted between July 1, 2013 and July 15, 2014 (other than grants to non-employee directors or to employees who will become retirement-eligible prior to the final year of the award cycle) as well as certain awards granted after July 15, 2014 will be converted into a time vested award with respect to Holdco ordinary shares, based on the Exchange Ratio and the performance measures achieved or deemed achieved as of the IGT Merger Effective Time, and vest on the earlier of (x) the date such award would have otherwise vested pursuant to the original terms of the award agreement and (y) the first anniversary of the Closing, subject to the employee's continued employment through the applicable vesting date (or upon a qualifying termination of employment prior to that date).

GTECH Reasons for the Mergers (see page 98)

        At its meeting on July 13, 2014, the board of directors of GTECH (the "GTECH Board") unanimously authorized GTECH's entry into the Merger Agreement and concluded that, taking into account the then-current circumstances, the Mergers are fair to the shareholders of GTECH from a financial point of view.

        The GTECH Board considered many factors in reaching the conclusion that, taking into account the then-current circumstances, the Mergers are fair to the shareholders of GTECH from a financial point of view. In arriving at its conclusion, the GTECH Board consulted with GTECH's management, legal advisors and its financial advisor, reviewed a significant amount of information, considered a number of factors in its deliberations and concluded that the transaction is likely to result in significant strategic and financial benefits to GTECH and its shareholders. For a more complete discussion of these factors, see "The Mergers—GTECH Reasons for the Mergers," beginning on page 98.

Opinion of Credit Suisse as Financial Advisor to GTECH (see page 101)

        In connection with the Mergers, Credit Suisse Securities (Europe) Limited ("Credit Suisse"), GTECH's financial advisor, delivered to the GTECH Board on July 13, 2014, its oral opinion, which was subsequently confirmed in writing on July 15, 2014, as to the fairness, from a financial point of view and as of the date of such opinion, to the holders of GTECH's ordinary shares of the exchange of one Holdco ordinary share per GTECH ordinary share (the "Holdco Exchange Ratio") as provided by

the Merger Agreement in connection with the Holdco Merger and after giving effect to the aggregate merger consideration to be delivered to IGT shareholders in connection with the IGT Merger.

        The full text of Credit Suisse's written opinion dated July 15, 2014, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex G to this proxy statement/prospectus and is incorporated herein by reference. The shareholders of GTECH are urged to read the opinion in its entirety. Credit Suisse's written opinion is addressed to the GTECH Board, is directed only to the Holdco Exchange Ratio and does not constitute a recommendation to any shareholder of GTECH as to how such shareholder should vote or act with respect to the Mergers or any other matter.

        On October 1, 2014, in accordance with Italian market practice and to assist the GTECH board of directors with its approval of the merger plan regarding the Holdco Merger, Credit Suisse delivered to the GTECH board of directors a "bring-down" written opinion stating that, on the basis of the same criteria upon which the initial written opinion, dated July 15, 2014, was given, and on the basis of the same premises, qualifications and assumptions set out therein, as of October 1, 2014, nothing had come to Credit Suisse's attention which would cause it to alter its opinion that the Holdco Exchange Ratio, after giving effect to the aggregate merger consideration to be paid to IGT shareholders in the IGT Merger, was fair, from a financial point of view, to GTECH shareholders. A copy of Credit Suisse's "bring-down" opinion is attached hereto as Annex H.

        For a description of the opinions that GTECH received from Credit Suisse, see "The Mergers—Opinion of Credit Suisse as Financial Advisor to GTECH" beginning on page 101 of this proxy statement/prospectus.

Reasons for the Mergers and Recommendation of the IGT Board (see page 111)

        At its meeting held on July 15, 2014, the board of directors of IGT (the "IGT Board") unanimously (i) approved the Merger Agreement, (ii) determined that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are in the best interests of IGT, (iii) directed that the Merger Agreement be submitted to the IGT shareholders for approval at the special meeting, and (iv) determined to recommend that the IGT shareholders vote in favor of the approval of the Merger Agreement.

        In adopting the Merger Agreement, the IGT Board considered a variety of factors in favor of the Mergers, which are discussed in further detail in "The Mergers—Reasons for the Mergers and Recommendation of the IGT Board" on page 111.

        The IGT Board unanimously recommends that IGT shareholders vote "FOR" the proposal to approve the Merger Agreement, "FOR" the proposal to approve the adjournment of the special meeting, if it is necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and "FOR" the non-binding advisory proposal to approve certain compensation arrangements for IGT's named executive officers in connection with the IGT Merger.

Opinion of Morgan Stanley as Financial Advisor to IGT (see page 114)

        At a meeting of the IGT Board on July 15, 2014, Morgan Stanley & Co. LLC ("Morgan Stanley"), rendered to the IGT Board its oral opinion, which was subsequently confirmed in writing on the same date, to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the merger consideration to be received by the holders of shares of IGT common stock, taken in the aggregate, pursuant to the Merger Agreement was fair from a financial point of view to such holders. On September 15, 2014, at a meeting of the IGT Board, Morgan Stanley delivered an oral confirmation to the IGT Board

confirming that, based upon and subject to the factors and assumptions described, had Morgan Stanley issued its written opinion referred to above on July 15, 2014 on the basis of the transactions contemplated by the current Merger Agreement, as amended by the Amendment, the conclusion set forth in its opinion would not have changed, which oral confirmation was subsequently confirmed in writing. The confirmatory letter did not address any circumstances, developments or events occurring after July 15, 2014, other than the execution of the Amendment, and Morgan Stanley's opinion is provided only as of such date.

        The full text of Morgan Stanley's written fairness opinion to the IGT Board, dated as of July 15, 2014, and the confirmatory letter of Morgan Stanley, dated as of September 15, 2014, are attached hereto as Annex E and Annex F, respectively, and are incorporated into this proxy statement/prospectus by reference. The foregoing summary of Morgan Stanley's opinion and confirmatory letter is qualified in its entirety by reference to the full text of the opinion and confirmatory letter. The opinion and confirmatory letter set forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering such opinion and such confirmatory letter. You are urged to, and should, read Morgan Stanley's opinion and confirmatory letter and the summary of Morgan Stanley's opinion contained in this proxy statement/prospectus carefully and in their entirety. Morgan Stanley's opinion and confirmatory letter were for the benefit of the IGT Board, in its capacity as such, in connection with the IGT Board's consideration of the Mergers. Morgan Stanley's opinion addressed only the fairness from a financial point of view of the merger consideration, taken in the aggregate, to be received by the holders of shares of IGT common stock pursuant to the Merger Agreement, as of the date of the opinion and did not address any other aspects or implications of the Mergers. Morgan Stanley's opinion and confirmatory letter express no opinion or recommendation as to the underlying decision of IGT to engage in the proposed Mergers and were not intended to, and do not, constitute advice or a recommendation as to how any shareholder of IGT or GTECH should vote at any shareholders' meeting held in connection with the proposed Mergers or take any other action with respect to the Mergers. Morgan Stanley's opinion and confirmatory letter do not in any manner address the prices at which the Holdco ordinary shares will trade following completion of the Mergers or any time in the future.

        For a description of the opinion and confirmatory letter that IGT received from Morgan Stanley, see "The Mergers—Opinion of Morgan Stanley as Financial Advisor to IGT" beginning page 114 of this proxy statement/prospectus.

Comparative Per Share Market Price and Dividend Information

        The following table sets forth the closing market price per share of IGT common stock and GTECH ordinary shares in U.S. dollar or Euro, as the case may be, as reported on the NYSE for IGT shares or the ISE for GTECH ordinary shares. The table also sets forth the implied value of the merger consideration of Holdco ordinary shares per share of IGT common stock on each of the following dates, including the effect of the collar. In each case, the prices are given:

•

as of June 16, 2014 (the last trading day prior to the date on which IGT and GTECH publicly confirmed their engagement in advanced discussions regarding a potential business combination);



•

as of July 15, 2014 (the last trading day prior to the date of public announcement of the execution of the Merger Agreement); and



•

as of December 31, 2014 (the latest practicable trading date prior to the date of this proxy statement/prospectus).

        You are urged to obtain current market quotations for GTECH ordinary shares and IGT shares before making your decision with respect to the approval of the Merger Agreement. GTECH shares are listed on the Borsa Italiana (the "Italian Stock Exchange" or "ISE") under the symbol "GTK." IGT shares are listed on the New York Stock Exchange (the "NYSE") under the symbol "IGT."

        The market price per share of GTECH ordinary shares and IGT shares could change significantly and may not be indicative of the value of Holdco ordinary shares once they start trading.

        The following table sets forth, for the periods indicated, the high and low closing sale prices of GTECH ordinary shares and IGT shares.

Exchange Rates

        As of December 31, 2014 (the latest practicable trading date prior to the date of this proxy statement/prospectus), the exchange rate U.S. dollars per Euro was 1.2101. The following table shows for the period from January 1, 2009 through December 31, 2014, the low, high, average and period end exchange rate U.S. dollars per Euro.

        The rates presented above may differ from the actual rates used in the preparation of Holdco's financial statements and other financial information appearing in this document. Holdco's inclusion of such rates is not meant to suggest that the U.S. dollar amounts actually represent Euro amounts or that such amounts could have been converted to U.S. dollars at any particular rate.

Dividends

        GTECH has been paying regular annual dividends and on May 8, 2014, declared a dividend of €130.5 million, which was paid on May 22, 2014 to the shareholders of record as of May 19, 2014. IGT has been paying regular quarterly cash dividends of $0.11 per share since January 3, 2014. Under the terms of the Merger Agreement, during the period before the closing of the Mergers (the "Closing"), IGT is prohibited from paying any dividends other than (i) IGT's ordinary course quarterly dividend to holders of IGT shares in a per share amount no greater than IGT's most recently declared quarterly dividend ($0.11), with record and payment dates in accordance with IGT's customary dividend schedule, (ii) dividends paid by a wholly owned subsidiary of IGT to IGT or another wholly owned subsidiary of IGT and (iii) the special dividend, if any. Similarly, during the period before the closing of the Mergers, GTECH is prohibited from paying any dividends other than (a) GTECH's ordinary course dividends to holders of GTECH ordinary shares in a per share amount no greater than GTECH's most recently declared dividend, with record and payment dates in accordance with GTECH's customary dividend schedule and (b) dividends paid by a wholly owned subsidiary to GTECH or another wholly owned subsidiary.

        On December 17, 2014, GTECH and IGT agreed that (i) GTECH may declare and pay a €0.75 per share interim dividend to holders of GTECH ordinary shares, which was declared by GTECH on December 17, 2014, and is payable on January 21, 2015 and (ii) IGT's Board of Directors has the right, but not the obligation, to declare and pay a cash dividend to holders of IGT common stock, payable no earlier than February 1, 2015 and no later than March 31, 2015, which dividend, if declared, would be earlier than the customary timing of the second quarterly dividend, which is typically paid in April. The IGT dividend would not be a "Special Dividend" under the Merger Agreement.

Certain U.S. Tax Consequences of the Mergers (see page 135)

        The receipt by U.S. holders of Holdco ordinary shares pursuant to the IGT Merger may be tax free for U.S. federal income tax purposes if at the effective time of the IGT Merger the fair market value of Holdco is at least equal to the fair market value of IGT. However, the receipt by U.S. holders of cash pursuant to the IGT Merger will be taxable for U.S. federal income tax purposes.

        Holdco believes that the Holdco Merger constitutes a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended for U.S. federal income tax purposes. As a result, U.S. holders (as defined in "Material United States Federal Income Tax Considerations" below) of GTECH will not be subject to U.S. federal income taxation on the exchange of GTECH ordinary shares for Holdco ordinary shares in the Holdco Merger.

        For a further discussion of the material U.S. federal income tax consequences of the IGT Merger, the Holdco Merger and a discussion of the tax treatment of the ownership and disposition of Holdco ordinary shares, see "Material United States Federal Income Tax Considerations" below.

Certain U.K. Tax Consequences of the Mergers (see page 143)

        IGT shareholders who are resident, for tax purposes, in the U.K. and who hold their IGT shares beneficially as investments may, as a result of the receipt of cash pursuant the IGT Merger, be treated as having effected a part disposal of their IGT shares and will be taxed accordingly. Subject to certain anti-avoidance provisions which are referred to in greater detail in the section of this document headed "Material U.K. Tax Considerations," the receipt of Holdco shares by IGT shareholders pursuant to the IGT Merger should be treated as a scheme for reconstruction for U.K. tax purposes and the Holdco ordinary shares should be treated as the same asset, acquired at the same time and for the same consideration as the IGT shares in respect of which they are issued.

        GTECH shareholders who are resident, for tax purposes, in the U.K. and who hold their GTECH shares beneficially as investments should not, as a result of the receipt of Holdco ordinary shares pursuant to the Holdco Merger, be treated as disposing of their GTECH shares and should instead be treated as having acquired their Holdco ordinary shares at the same time and for the same consideration as the GTECH ordinary shares in respect of which they are issued. To the extent that U.K. tax resident GTECH shareholders exercise their rescission rights with respect to the Holdco Merger, they will be treated as having disposed of their GTECH ordinary shares and may be required to pay U.K. tax on chargeable gains accordingly.

        Further details of the tax position of certain shareholders may be found in the section of this document headed "Material U.K. Tax Considerations."

Certain Italian Tax Consequences of the Mergers (see page 147)

        Italian Shareholders (as defined in "Material Italian Tax Considerations") will not be subject to Italian income tax on the exchange of their GTECH ordinary shares for Holdco ordinary shares in the Holdco Merger.

        The receipt by Italian Shareholders of cash pursuant to the exercise of their rescission rights in the Holdco Merger will be taxable for Italian income tax purposes.

        For a further discussion of the material Italian tax consequences of the Holdco Merger, the IGT Merger and a discussion of the tax treatment of the ownership and disposition of Holdco ordinary shares, see "Material Italian Tax Considerations" below.

Delisting and Deregistration of IGT Common Stock (see page 133)

        Upon consummation of the IGT Merger, the IGT common stock currently listed on the NYSE will cease to be listed on the NYSE and subsequently will be deregistered under the Securities Exchange Act of 1934, as amended.

Interests of Directors, Board Members, and Executive Officers in the Combination (see page 126)

        Shareholders of IGT should be aware that IGT directors and executive officers may have interests in the combination that are different from, or in addition to, the interests of IGT shareholders. These interests may include, but are not limited to, the continued engagement and/or employment, as applicable, of certain board members and executive officers of IGT, the continued positions of certain directors of IGT as directors of Holdco, agreements that provide for enhanced severance upon a qualifying termination of employment in connection with a change in control, and the indemnification of former IGT directors and executive officers by Holdco. These interests also include the treatment in the combination of restricted stock units, stock options and other rights held by these directors and executive officers.

        The IGT Board was aware of these potentially differing interests of IGT executive officers and directors and considered them, among other matters, in reaching its decision to approve the Merger Agreement and to recommend that IGT shareholders vote in favor of the proposal to approve the Merger Agreement.

        For further information with respect to arrangements between IGT and its named executive officers, see the information included under "Proposal 3—Advisory Vote on Merger-Related Compensation for IGT's Named Executive Officers—Golden Parachute Compensation" beginning on page 186.

Indemnification and Insurance (see page 171)

        Pursuant to the terms of the Merger Agreement, GTECH's and IGT's directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors' and officers' liability insurance policies from, and the organizational documents of, Holdco and IGT. See "The Merger Agreement—Covenants—Indemnification and Insurance."

Board of Directors and Management of Holdco Following the Completion of the Mergers (see page 125)

        Upon completion of the Mergers, the Board of Directors of Holdco (the "Holdco Board") will have 13 members, including, for a period of three years after the effective times of the Mergers: (i) the Chief Executive Officer of GTECH, (ii) five directors designated by IGT, including IGT's chairman and its Chief Executive Officer, (iii) six directors designated by GTECH's principal shareholders and (iv) one director mutually agreed to by IGT and GTECH. The composition of the Holdco Board will comply with the independence and corporate governance standards of the NYSE applicable to non-controlled domestic issuers. GTECH's Chief Executive Officer will be the Chief Executive Officer of Holdco.

        In addition, for a period of three years following the transactions, IGT's chairman will be chairman of the Holdco Board, IGT's Chief Executive Officer will be a vice-chairman and one of the directors

designated by GTECH's principal shareholders will also be a vice-chairman. See "The Merger Agreement—Covenants—Corporate Governance Matters" beginning on page 173.

No Solicitation of Transactions and Change of Recommendation (see pages 166 and 169)

IGT

        Under the terms of the Merger Agreement, IGT agreed to immediately cease any solicitations, discussions or negotiations existing on the date of the Merger Agreement with any persons with respect to any "acquisition proposal" for 20% or more of IGT's assets, consolidated revenue or earnings before interest, taxes depreciation and amortization ("EBITDA"), or common stock. Notwithstanding these general prohibitions, subject to certain conditions, if at any time prior to the approval of the Merger Agreement by the IGT shareholders, IGT receives a bona fide unsolicited written acquisition proposal from a third party and the IGT Board determines in good faith (after consultation with its outside financial advisors and outside counsel) that such acquisition proposal constitutes or would reasonably be expected to lead to a superior proposal and the third party making such a proposal executes a confidentiality agreement having provisions that are no less favorable in the aggregate to IGT than those contained in the confidentiality agreement entered into between IGT and GTECH, IGT may:

•

furnish information with respect to IGT and its subsidiaries to such third party; and



•

participate in discussions or negotiations with such third party or its representatives regarding such acquisition proposal.

        Notwithstanding the foregoing provisions of the Merger Agreement, prior to the IGT shareholders' approval of the Merger Agreement, the IGT Board (or any committee of the IGT Board) may authorize, approve or recommend any competing acquisition proposal (or publicly propose to do so) or withhold, qualify or withdraw (or modify or amend in a manner adverse to GTECH), its recommendation that IGT shareholders approve the Merger Agreement, and IGT, the IGT Board or a committee of the IGT Board may cause IGT to enter into a competing acquisition proposal made after the date of the Merger Agreement and which was not solicited, initiated, encouraged or facilitated in breach of the non-solicitation obligations described in "The Merger Agreement—Covenants—No Solicitation of Transactions—IGT," and IGT may terminate the Merger Agreement, in response to a competing acquisition proposal made after the date of the Merger Agreement, if:

•

a bona fide, written acquisition proposal is made to IGT by a third person, and such acquisition proposal is not withdrawn, and the IGT Board determines in good faith, after consultation with its outside financial advisors and outside counsel, that such acquisition proposal constitutes a superior proposal;



•

IGT has not breached its obligations described in "The Merger Agreement—Covenants—No Solicitation of Transactions—IGT" beginning on page 166;



•

IGT provides GTECH with a four (4) business day prior written notice of its intention to take such action, which notice will include the identity of the person making such superior proposal and the material terms and conditions of such superior proposal and, if applicable, will include the proposed definitive agreement providing for such superior proposal;



•

IGT has negotiated in good faith with GTECH with respect to any changes to the terms of the Merger Agreement proposed by GTECH for at least four (4) business days following receipt by GTECH of such notice (with any amendment to any material term of such acquisition proposal requiring a new written notice to GTECH and an additional three (3) business day period); and



•

taking into account any changes to the terms of the Merger Agreement proposed by GTECH, IGT's Board determines in good faith, after consultation with its outside financial advisors and outside counsel, that such acquisition proposal would continue to constitute a superior proposal.

        In addition, the IGT Board may change its recommendation in favor of the Merger Agreement in response to an intervening event which the IGT Board determines in good faith after consultation with its outside counsel, after taking into account any changes to the Merger Agreement proposed by GTECH, that failure to change its recommendation would reasonably be likely to be inconsistent with the Board's fiduciary duties under applicable law. See "The Merger Agreement—Covenants—No Solicitation of Transactions—IGT" beginning on page 166.

GTECH

        GTECH also agreed to cease any solicitations, discussions or negotiations with any persons that may be ongoing with respect to any GTECH acquisition proposal. GTECH further agreed that, until the Holdco Merger Effective Time, it would not: (i) initiate, solicit or knowingly encourage the submission of any GTECH acquisition proposal; (ii) furnish any nonpublic information regarding GTECH or its subsidiaries to any third person in connection with or in response to a GTECH acquisition proposal; or (iii) participate in any discussions or negotiations with respect to any GTECH acquisition proposal.

        GTECH further agreed to promptly advise IGT of any GTECH acquisition proposal, provide a reasonably detailed summary of the material terms and conditions of such proposal and keep IGT reasonably informed of any material change to the material terms or conditions of any such proposal (including the identity of any person making such proposal). See "The Merger Agreement—Covenants—No Solicitation of Transactions—GTECH" beginning on page 169.

Conditions to the Mergers (see page 175)

        Each party's obligation to effect the Mergers is subject to satisfaction, or waiver by such party, where permitted by law, at or prior to the Closing, of the following conditions:

•

the approval of the Merger Agreement and the transactions contemplated in the Merger Agreement by the affirmative vote of (i) the holders of two-thirds of the GTECH ordinary shares in attendance and able to vote on first call at the GTECH extraordinary shareholder meeting and (ii) the holders of shares having a majority of the voting power of the outstanding shares of IGT common stock entitled to vote at the IGT special meeting;



•

the effectiveness of the registration statement of which this proxy statement/prospectus forms a part and the absence of any stop order suspending the effectiveness of the registration statement or proceedings for that purpose initiated or threatened by the U.S. Securities and Exchange Commission (the "SEC");



•

the authorization for listing of the Holdco ordinary shares issuable in connection with the Mergers on the NYSE, subject to official notice of issuance;



•

the expiration of the 60-day period creditor opposition period following the date upon which the resolutions of the GTECH extraordinary shareholding meeting are filed with the Companies' Register at the Italian Chamber of Commerce in Rome, Italy or the earlier termination of such period by the posting of a bond by GTECH sufficient to satisfy GTECH's creditors' claims, if any;



•

the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the receipt of competition clearances and approvals in Canada and Colombia;



•

the receipt of certain gaming approvals, unless waived by GTECH, as applicable;

•

the absence of any law, order or injunction of a court or other governmental entity of competent jurisdiction rendering illegal, prohibiting, enjoining or otherwise preventing the completion of the Mergers;



•

the issuance of a merger order from the High Court of England and Wales (the "Holdco Merger Order"), which order shall have been in full force and effect for at least 21 days; and



•

the formal approval by the relevant competent authority in respect of any prospectus or equivalent document that GTECH or Holdco determines is required in connection with the Mergers.

        In addition, IGT's obligation to effect the IGT Merger is subject to satisfaction or waiver of the following additional conditions:

•

the representations and warranties of GTECH must be true and correct in the manner described under "The Merger Agreement—Conditions to the Mergers";



•

the performance and compliance by each of GTECH, Holdco and Sub in all material respects with the agreements and covenants required to be performed or complied with on or prior to the closing date of the Mergers (the "Closing Date");



•

the receipt by IGT of a certificate executed by an authorized officer of GTECH certifying the satisfaction of the foregoing conditions; and



•

the receipt by IGT of a tax opinion confirming that the Holdco Merger and any related transactions will generally not result in U.K. or Italian taxes for GTECH, Holdco, IGT or their respective shareholders.

        The obligations of GTECH, Holdco and Sub to effect the Mergers are further subject to the satisfaction or waiver by GTECH of the following additional conditions:

•

the representations and warranties of IGT must be true and correct in the manner described under "The Merger Agreement—Conditions to the Mergers" beginning on page 175;



•

the performance and compliance by IGT in all material respects with the agreements and covenants required to be performed and complied with by it on or prior to the Closing Date; and



•

the receipt by GTECH of a certificate executed by an executive officer of IGT certifying the satisfaction of the foregoing conditions.

        In addition, GTECH and IGT have the right to terminate the Merger Agreement in certain circumstances. The joint merger plan adopted by GTECH and Holdco will provide that the Holdco Merger will be subject to the Merger Agreement not having been terminated by GTECH or IGT under the terms of the Merger Agreement; and, in particular, GTECH not having terminated the Merger Agreement following the exercise of rescission rights by GTECH shareholders representing more than 20% of the ordinary shares issued by GTECH at the date of signing the Merger Agreement.

        For more information, see "The Merger Agreement—Conditions to the Mergers" beginning on page 175.

Termination (see page 177)

        The Merger Agreement may be terminated at any time prior to the Holdco Merger Effective Time, whether before or after receipt of the IGT or GTECH shareholder approvals, as follows:

•

by the mutual written consent of GTECH and IGT;

•

by either IGT or GTECH, if the Mergers are not consummated on or before the outside date of July 15, 2015 (such date, as extended as described in this bullet, the "termination date"), provided that if all the conditions to closing have been satisfied at least three (3) business days prior to such date, other than (i) the conditions related to the receipt of antitrust approvals or gaming approvals or the absence of any law, order or injunction preventing the completion of the Mergers, and (ii) the condition related to the receipt of the Holdco Merger Order, the termination date may be extended by either IGT or GTECH up to a date not beyond October 15, 2015. In addition, if all conditions have been satisfied, other than the condition related to the receipt of the Holdco Merger Order, the termination date may be extended by IGT up to a date not more than 60 days after the date all such other conditions have been satisfied. Notwithstanding the foregoing, the right to terminate the Merger Agreement under the provision described in this bullet will not be available to any party if the failure to close by such date is the result of such party having materially breached or failed to perform any of its representations, warranties, covenants or agreements under the Merger Agreement;



•

by either IGT or GTECH, if either of the GTECH or IGT shareholder approvals is not obtained upon the votes taken on the matter at the applicable shareholder meeting;



•

by either IGT or GTECH, if any governmental entity of competent jurisdiction issues any law, order or injunction permanently enjoining, restraining or prohibiting either of the Mergers and such law, order or injunction has become final and non-appealable. Notwithstanding the foregoing, the right to terminate the Merger Agreement under the provision described in this bullet will not be available to any party that has failed to comply with its obligations relating to regulatory approvals or exchange listings in any material respect;



•

by GTECH, prior to the approval of the Merger Agreement by the IGT shareholders, if the IGT Board changes its recommendation in favor of the Merger Agreement;



•

by IGT, prior to the approval of the Merger Agreement by the IGT shareholders, if the IGT Board changes its recommendation in favor of the Merger Agreement or IGT enters into an alternative acquisition agreement, in each case in accordance with the terms of the Merger Agreement;



•

by either IGT or GTECH, if the other party, including, in the case of GTECH, either Holdco or Sub, has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of certain closing conditions and (ii) is incapable of being cured by the breaching party by the termination date or, if capable of being cured, is not cured by the breaching party within 30 days following delivery of written notice of such breach or failure to perform from the non-breaching party; provided that the party providing notice, including, in the case of GTECH, either Holdco or Sub, is not also then in breach of its representations, covenants or agreements under the Merger Agreement in a manner that would also result in the failure of certain closing conditions;



•

by IGT, if (i) all of GTECH's conditions to Closing (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied or waived, (ii) IGT has notified GTECH in writing that all of IGT's conditions to Closing have been satisfied or that it is willing to waive any unsatisfied conditions and IGT is otherwise ready, willing and able to consummate the Closing, and (iii) GTECH, Holdco or Sub fail to consummate the Closing on the date by which the Closing is required to occur pursuant to the Merger Agreement; provided that for purposes of this termination right only, the condition relating to the receipt of the Holdco Merger Order will be deemed to have been satisfied if (a) all of GTECH's other conditions to Closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), (b) IGT has notified GTECH in writing that all of its conditions to

Closing have been satisfied or that it is willing to waive any unsatisfied conditions and IGT is otherwise ready, willing and able to consummate the Closing and (c) the condition relating to the receipt of the Holdco Merger Order is not satisfied within 45 days thereafter;

•

by GTECH, within ten business days following the date of the final determination (as provided under applicable law) of the number of GTECH ordinary shares for which holders have exercised rescission rights in connection with the Holdco Merger, if the number of such shares for which rescission rights have been exercised exceeds 20% of the GTECH ordinary shares issued and outstanding as of the date of the Merger Agreement;



•

by GTECH, if Holdco would, as a result of the adoption, implementation, promulgation, repeal, modification, amendment or change of any applicable law following the date of the Merger Agreement and prior to the Closing Date, be treated as a domestic corporation for U.S. federal income tax purposes as of or after the Closing Date; or



•

by GTECH, within ten business days following the date on which (a) the NYSE has issued a final and non-appealable determination that it will not authorize the Holdco ordinary shares for listing solely as a result of any provisions of the Holdco Articles related to the special voting shares; or (b) a governmental entity of competent jurisdiction has issued a final and non-appealable law that (i) prohibits, enjoins or otherwise prevents either of the Mergers solely as a result of any of the provisions of the Holdco Articles of Association (the "Holdco Articles") related to the special voting shares or (ii) renders the issuance of special voting shares illegal, or prohibits, enjoins or otherwise prevents the issuance of the special voting shares.

For more information, see "The Merger Agreement—Termination" beginning on page 177.

Expenses and Termination Fees (see page 179)

        All costs and expenses incurred in connection with the Merger Agreement and the Mergers and the other transactions contemplated by the Merger Agreement generally are to be paid by the party incurring such costs and expenses, except that GTECH will be responsible for certain expenses associated with antitrust and gaming approvals, the NYSE listing application and the printing, filing and mailing of this proxy statement/prospectus and the registration statement of which it forms a part and other disclosure documents, provided that IGT must reimburse all such expenses if the Merger Agreement is terminated by GTECH because of an uncured breach of the Merger Agreement by IGT that gives rise to the failure of certain conditions to Closing.

        In the event the Merger Agreement is terminated in the following circumstances, IGT must pay GTECH a termination fee of $135,317,000:

•

by GTECH because, prior to the approval of the Merger Agreement by the IGT shareholders, the IGT Board changed its recommendation in favor of the Merger Agreement;



•

by IGT because, prior to the approval of the Merger Agreement by the IGT shareholders, (i) the IGT Board changed its recommendation in favor of the Merger Agreement or (ii) IGT entered into an alternative acquisition agreement, in each case in accordance with the terms of the Merger Agreement; or



•

by GTECH or IGT because (a) the termination date has been reached (and the IGT special meeting has not been held by the termination date) or the IGT shareholders failed to approve the Merger Agreement at the IGT special meeting, (b) prior to the termination date or the IGT special meeting, as applicable, an acquisition proposal became publicly known and was not withdrawn, and (c) within nine (9) months after the termination of the Merger Agreement, IGT entered into a definitive agreement with respect to or consummated any acquisition proposal; provided that for purposes of the provision described in this bullet, the term "acquisition

proposal" has the meaning described below in "The Merger Agreement—Covenants—No Solicitation of Transactions—IGT," except that all percentages therein will be changed to 50%.

        In the event the Merger Agreement is terminated in the following circumstances, GTECH must pay IGT a termination fee of $270,634,000:

•

by GTECH or IGT because (a) the termination date has been reached (and the GTECH extraordinary general meeting has not been held by the termination date or the condition relating to the Holdco Merger Order has not been satisfied) or the GTECH shareholders failed to approve the Holdco Merger at the GTECH extraordinary general meeting, (b) prior to the termination date or the GTECH extraordinary general meeting, as applicable, a GTECH acquisition proposal became publicly known and was not withdrawn, and (c) within nine (9) months after the termination of the Merger Agreement, GTECH entered into a definitive agreement with respect to or consummated any GTECH acquisition proposal; provided that "GTECH acquisition proposal" in this context will have the meaning described below in "The Merger Agreement—Covenants—No Solicitation of Transactions—GTECH," except that all percentages therein will be changed to 50%;



•

by IGT if (i) all of GTECH's conditions to Closing (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied or waived, (ii) IGT has notified GTECH in writing that all of IGT's conditions to Closing have been satisfied or that it is willing to waive any unsatisfied conditions and IGT is otherwise ready, willing and able to consummate the Closing, and (iii) GTECH, Holdco or Sub fail to consummate the Closing on the date by which the Closing is required to occur pursuant to the Merger Agreement; provided that for purposes of this termination right only, the condition relating to the receipt of the Holdco Merger Order will be deemed to have been satisfied if (a) all of GTECH's other conditions to Closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), (b) IGT has notified GTECH in writing that all of its conditions to Closing have been satisfied or that it is willing to waive any unsatisfied conditions and IGT is otherwise ready, willing and able to consummate the Closing and (c) the condition relating to the receipt of the Holdco Merger Order is not satisfied within 45 days thereafter; provided, further, that IGT will forfeit its right to collect the termination fee from GTECH under the provision described in this bullet if it has not exercised the foregoing termination right within 45 days after the date that GTECH irrevocably confirms in writing that IGT is entitled to exercise this termination right and collect the termination fee;



•

by GTECH or IGT because (a) the termination date has been reached and any of the conditions related to the receipt of antitrust approvals or gaming approvals or, as a result of an order issued pursuant to any antitrust laws or gaming laws, the condition related to the absence of a law, order or injunction preventing the consummation of either Merger, has not been satisfied or (b) any governmental entity of competent jurisdiction has issued any law, order or injunction pursuant to antitrust laws or gaming laws permanently enjoining, restraining or prohibiting either of the Mergers and such law, order or injunction has become final and non-appealable; provided that IGT will forfeit its right to collect the termination fee from GTECH under the provision described in this bullet if it has not exercised the foregoing termination right (and GTECH has not otherwise terminated the Merger Agreement) within 45 days after the date that GTECH irrevocably confirms in writing that IGT is entitled to exercise this termination right and collect the termination fee;



•

by GTECH, because holders of more than 20% of the GTECH ordinary shares issued and outstanding as of the date of the Merger Agreement exercise rescission rights in connection with the Holdco Merger;

•

by GTECH because (a) the NYSE has issued a final and non-appealable determination that it will not authorize the Holdco ordinary shares for listing solely as a result of any provisions of the Holdco articles of association related to the special voting shares; or (b) a governmental entity of competent jurisdiction has issued a final and non-appealable law that (i) prohibits, enjoins or otherwise prevents either of the Mergers solely as a result of any of the provisions of the Holdco Articles related to the special voting shares or (ii) renders the issuance of special voting shares illegal, or prohibits, enjoins or otherwise prevents the issuance of the special voting shares; or



•

by GTECH or IGT because the termination date has been reached and certain specified conditions to Closing are not satisfied solely as a result of the fact that (a) the NYSE has issued a final and non-appealable determination that it will not authorize or has not approved the Holdco ordinary shares for listing, solely as a result of any provision of the Holdco Articles related to the special voting shares; (b) the NYSE authorization for the listing of the Holdco ordinary shares occurs on a date that prevents the satisfaction of any of the other conditions to Closing prior to the termination date (other than those conditions that by their nature are to be satisfied at the Closing) and the delay in obtaining such authorization results solely from the existence of any provision of the Holdco Articles related to the special voting shares; or (c) a governmental entity of competent jurisdiction has issued a final and non-appealable law that (i) prohibits, enjoins or otherwise prevents either of the Mergers solely as a result of any of the provisions of the Holdco Articles related to the special voting shares or (ii) renders the issuance of special voting shares illegal, or prohibits, enjoins or otherwise prevents the issuance of the special voting shares.

        In addition, GTECH must pay IGT a termination fee of $135,317,000 if the Merger Agreement is terminated by GTECH because Holdco would, as a result of the adoption, implementation, promulgation, repeal, modification, amendment or change of any applicable law following the date of the Merger Agreement and prior to the Closing, be treated as a domestic corporation for U.S. federal income tax purposes as of or after the Closing.

Regulatory Matters (see pages 130 and 181)

        Under the HSR Act, GTECH and IGT cannot complete the Mergers until they have filed certain information and materials with the Federal Trade Commission ("FTC") and the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division") and the applicable waiting period under the HSR Act has expired or been terminated. IGT and GTECH filed their respective notification and report forms under the HSR Act with the FTC and the Antitrust Division on July 29, 2014, and the antitrust agencies granted early termination of the applicable waiting period on August 8, 2014. Clearances and consents or the expiration or termination of applicable waiting periods under competition laws in Canada and Colombia also are conditions to the Mergers. On September 26, 2014, the applicable waiting period expired under the competition laws of Canada and on October 6, 2014, the Commissioner issued a no-action letter. On September 15, 2014, GTECH and IGT received notification from the competition authorities in Colombia of closing of the review of the transaction.

        In addition, the parties have agreed that receipt of gaming approvals from 22 jurisdictions is a condition to completion of the Mergers. As of December 23, 2014, applications for approval have been filed in all 22 jurisdictions and 12 approvals already have been granted. In addition, the required approvals from the Agenzia delle Dogane e dei Monopoli have been obtained. In addition to the jurisdictions identified by the parties as conditions to the completion of the Mergers, either IGT or GTECH may make further filings with gaming regulators in various jurisdictions as may be required by applicable law, but the expiration of any waiting periods, or receipt of any required approvals, in connection with such filings will not be conditions to the completion of the Mergers. GTECH may under certain circumstances waive the condition relating to any such required gaming approval on

behalf of both GTECH and IGT if completion of the Mergers in the absence of such required gaming approvals would not constitute a violation of applicable law on the written advice of outside counsel reasonably satisfactory to IGT and GTECH.

        For further details on regulatory approvals see "The Mergers—Regulatory Matters" and "The Merger Agreement—Regulatory Approvals" beginning at pages 130 and 181, respectively.

Financing (see page 132)

        The completion of the Mergers is not subject to GTECH's ability to obtain financing. GTECH anticipates that the funds needed to consummate the Mergers and the transactions contemplated thereby will be derived from a combination of (i) available cash on hand and (ii) third-party debt financing, which such debt financing is referred to herein as the "debt financing".

        On July 15, 2014, GTECH obtained a debt commitment letter (the "debt commitment letter"), pursuant to which affiliates of Credit Suisse AG, Barclays PLC and Citigroup Inc. (collectively, the "commitment parties") provided commitments to fund a 364-day senior bridge term loan credit facility (the "bridge facility") in an aggregate principal amount of approximately $10.7 billion. The bridge facility is to consist of four sub-facilities, the proceeds of which are to be used, among other things, to pay the cash portion of the merger consideration, to fund transaction expenses, to redeem and/or refinance existing specified indebtedness of GTECH and IGT, to the extent applicable, and to fund cash payments to GTECH shareholders exercising rescission rights. It is anticipated that the bridge facility will be drawn only to the extent that GTECH is unable to raise debt financing in the form of term loans and/or debt securities at or prior to the closing of the Mergers.

        As of December 12, 2014, the aggregate financing commitments under the bridge facility had been reduced to approximately $6.0 billion (assuming an exchange rate of $1.36 / €1.00) as a result of the following events (dollars and euros in millions):

        The obligation of each commitment party to fund its commitments under the debt commitment letter is subject to a number of conditions, including, without limitation, execution and delivery of definitive documentation consistent with the debt commitment letter. The commitments will expire on the earliest to occur of (i) the Outside Date (as defined in, and as may be extended pursuant to, the Merger Agreement (it being understood that such date will be extended to match the business day immediately following the Outside Date in the Merger Agreement provided such Outside Date is extended to a date not beyond the fifteen-month anniversary of the signing of the Merger Agreement)), (ii) the closing of the Acquisition (as defined in the debt commitment letter), (iii) the date the Merger Agreement is terminated or expires and (iv) receipt by the commitment parties of written notice from GTECH and Holdco of their election to terminate the commitments.

        The definitive documentation governing the debt financing has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement/prospectus. Although the debt financing described in this proxy statement/prospectus is not subject to due diligence or a "market out," such financing may not be considered assured. The obligation of the commitment parties to provide debt financing under the debt commitment letter is, as noted above, subject to a number of conditions. There is a risk that these conditions will not be satisfied and the debt financing may not be available to fund all or a portion of the consideration required for the Mergers and/or may not be available when required. If any portion of the debt financing expires or otherwise becomes unavailable on the terms and conditions contemplated in the debt commitment letter, GTECH has the right, and must use reasonable best efforts under the Merger Agreement to seek alternative financing on terms and conditions that are at least as favorable, with respect to enforceability, financing structure and conditionality, to GTECH and IGT in the aggregate as those in the debt commitment letter. See "The Mergers—Financing" on page 132.

        In addition to the debt financing for the transaction, on November 5, 2014, GTECH announced that it, along with GTECH Corporation, had entered into a $2.6 billion five-year senior credit facilities agreement with a syndicate of 20 banks led by J.P. Morgan Limited and Mediobanca-Banca di Credito Finanziario S.p.A. The agreement provides for a $1.4 billion revolving credit facility for GTECH Corporation and a €850 million multicurrency revolving credit facility for GTECH. Upon completion of the Mergers, Holdco will be able to borrow under both facilities and IGT will be able to borrow under the U.S. dollar facility, which will be increased to $1.5 billion.

        On December 18, 2014, GTECH commenced a tender offer and consent solicitation in respect of its €750,000,000 Subordinated Interest-Deferrable Capital Securities due 2066. The terms and conditions of the Capital Securities do not require the consent of holders in connection with the Mergers. If the Capital Securities tender offer and consent solicitation is consummated, GTECH expects to use funds available under its senior credit facilities to pay any related consideration to holders, estimated to be a maximum of $1.1 billion (assuming all holders tender and an exchange rate of $1.36 / €1.00).

Stock Ownership of Directors and Executive Officers

        At the close of business on the record date, directors and executive officers of IGT and their affiliates were entitled to vote 1,613,630 shares of IGT common stock, or approximately 0.65% of the shares of IGT common stock outstanding and entitled to vote on that date. Each of IGT's directors and officers has indicated his or her present intention to vote their shares of IGT common stock in favor of each of the proposals to be presented at the special meeting, although none of them has entered into any agreement obligating them to do so.

Dissenters', Appraisal, Rescission or Similar Rights (see page 79)

        Pursuant to the Nevada Revised Statutes 92A.390, IGT shareholders are not entitled to exercise dissenters', appraisal, cash exit or similar rights in connection with the Mergers. See "The Special Meeting—No Dissenter's Rights" on page 79.

        GTECH shareholders are entitled to rescission rights because Holdco is and will be an holding company and, as a result of the Holdco Merger, the registered office of Holdco will be located outside of Italy, GTECH ordinary shares will be delisted from the ISE, and the company resulting from the Holdco Merger, Holdco, will be governed by the laws of a country other than Italy. Rescission rights may be exercised by GTECH shareholders who did not concur in the approval of the extraordinary general meeting's resolution. The exercise of such rights will be effective subject to the Holdco Merger becoming effective. A GTECH shareholder who has voted in favor of the Holdco Merger may not exercise any rescission rights in relation to those shares that the relevant shareholder voted in favor of

the Holdco Merger. A GTECH shareholder that properly exercises such rights will be entitled to receive an amount of cash equal to the average closing price per GTECH ordinary share for the six-month period prior to the publication of the notice of call of the extraordinary general meeting which is equal to €19.174. Pursuant to the Merger Agreement, if GTECH shareholders exercise rescission rights under Italian law in respect of more than 20% of GTECH ordinary shares outstanding as of the date of the Merger Agreement, GTECH will be entitled to terminate the Merger Agreement upon payment of a termination fee to IGT as described in "The Merger Agreement—Expenses and Termination Fees" beginning on page 179. Rescission rights were validly exercised with respect to 19,796,852 GTECH ordinary shares during the withdrawal period, which ended on November 27, 2014. The shares for which rescission rights were exercised represent only 11.3% of GTECH's current fully paid-up share capital and 11.4% of GTECH's shares outstanding as of July 15, 2014.

        In the event of such termination, the Holdco Merger will not be completed and any exercise of rescission rights will not be effective.

The Support and Voting Agreements (see page 183)