Ubisoft 2000 Annual Report Download - page 11

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10
3.2. GENERAL INFORMATION ON THE CAPITAL
>>>
3.2.1. Share capital
As of March 31, 2001 the total share capital was FF 33,818,244,
representing a total of 16,909,122 shares of the same category, each
with a face value of FF 2.
3.2.2. Conditions for amending the capital
and the respective rights of the various
categories of shares (Articles 7 and 8 of the
Articles of Association)
Each share shall give rights to ownership of a share of the corporate
assets and any liquidating dividends equal to the proportion of the
share capital which it represents.
Whenever it is necessary to own several shares in order to exercise
a right of any kind, especially in the event of the exchanging, conso-
lidation or allocation of shares, or following an increase or reduction
in share capital, whatever the procedures adopted, or a merger or
any other transaction, holders of shares which are fewer in number
than that required may only exercise their rights on condition that
they arrange for themselves to be part of a group, or for the purcha-
se or sale of the number of shares or rights which constitute the
necessary odd lots.
Voting rights which are double those conferred on other shares
based on the proportion of the corporate assets which they repre-
sent shall be attributed to all fully paid-up shares which are proved
to have been registered for at least two years in the name of the
same shareholder.
In the event that the company assets are increased by the incorpo-
ration of reserves, profits or issue premiums, this right is also
conferred, upon issue, on registered shares awarded free of charge
to a shareholder on the basis of old shares by virtue of which he/she
enjoys this right.
3.2.3. Authorized unissued capital
a) At a meeting on September 29, 1997, the Board of Directors used
the authorization granted by the combined Ordinary and
Extraordinary General Meeting of September 2, 1997 in order to
issue convertible bonds without subscription right to a value of FF
100.2 million.
Chief characteristics of the first bond issue:
Number and face value: 167,000 bonds with a face value of FF 600
Issue price: FF 600 per bond
Due date and settlement day: October 10, 1997
Term of bond: 5 years and 173 days
Annual yield: 2% per year, or FF 12 per bond, payable on April 1
of each year starting April 1, 1998
Gross redemption yield: 4.26% on October 10, 1997
Normal redemption: redeemed in full by April 1, 2003 by redemption
at a price of FF 681.58, or 113.6% of the issue price
18,705 bonds were converted in the 2000-2001 financial year, with 40,711 bonds
remaining to be converted.
b) The meeting of the Board of Directors of June 30, 1998 made use
of the authorization from the Extraordinary General Meeting of
the same date to issue convertible bonds without subscription
right to a value of FF 340 million.
Chief characteristics of the second convertible bonds issue:
Number and face value: 314,815 bonds with a face value of FF 1,080
Issue price: FF 1,080 per bond
Due date and settlement day: July 16, 1998
Term of bond: 7 years
Annual yield: 3.80% per year, or FF 41.04 per bond, payable on
July 16 of each year starting July 16, 1999
Gross redemption yield: 3.80% on July 16, 1998
Normal redemption: redeemed in full by July 16, 2005 by redemption at a
price of FF 1,080 per bond, or 100% of the issue price
31,621 bonds were converted in the 2000-2001 financial year, with 152,113 bonds
remaining to be converted.
c) During its meeting on October 19, 1999, the Board of Directors
used the authorization granted by the combined Ordinary and
Extraordinary General Meeting held on 30 June 1998 to issue
372,058 shares with equity warrants to a value of FF 332 million.
Chief characteristics of the 1999 equity warrants:
Initial number of warrants: 372,058
Issue price: 136 (FF 892.10)
Strike price: 170 (FF 1115.13)
Strike period: November 3, 1999 to November 2, 2002
Parity on issue: 2 warrants per share
After the stoch split: 2 warrants for 5 shares
Warrants not exercised by the end of this period will lose all value and be cancelled.
As of 03/31/01, 340,542 warrants remained to be exercised.