Ubisoft 2012 Annual Report Download - page 59
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Management Report
2012
54
3.3.2.6 VALUE OF CONVERTIBLE OR EXCHANGEABLE SECURITIES OR SECURITIES
COMPRISING SHARE WARRANTS
Via the delegation of authority granted by the General Meeting of June 30, 2011 in its eleventh and
twelfth resolutions (acting pursuant to Articles L. 225-129 et seq. of the French Commercial Code -
(including L. 225-129-2, L. 225-135 and L. 225-136) - and of Articles L. 228-91 et seq. of the Code)
and the sub-delegation granted by the Board on March 9, 2012 to its Chief Executive Officer, it was
decided on March 20, 2012 to issue, with cancellation of preferential subscription rights of
shareholders, share subscription warrants ("BEA") exercisable at the discretion of the Company,
underwritten by CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK (CA-CIB) - an accredited investor
within the meaning of Article L.411-2 of the Monetary and Financial Code, through a private placement
and for the establishment of an equity line.
The main features of the warrants are outlined below:
Type and category of warrants
The warrants issued by the Company are securities granting entitlement to capital within the meaning
of Article L. 228-91 et seq. of the Commercial Code. The warrants have not and will not be the subject
of a request for trading on a regulated market or otherwise.
Form and method of registration of warrants
The warrants are issued only in the form of bearer shares.
Ratio for exercising warrants
ONE (1) warrant entitles the holder to subscribe to ONE (1) new share at the subscription price
hereinafter defined, subject to any adjustments that may be made in response to financial transactions
in particular.
Unit price of warrants
€0.0001.
Maximum nominal amount of capital increases from the exercise of warrants
€728,500, representing approximately 9.9% of share capital at March 20, 2012.
Subscription Price of one new share
The subscription price of one new share through the exercising of warrants shall be 95% of the
weighted average of trading days preceding price determination.
Period for exercising warrants
Two years from March 20, 2012 until March 20, 2014 with the option to extend for another year.
Market information:
For each issue of new shares upon exercise of warrants by the Company, a Euronext notice shall be
published prior to admission to trading of these shares and shall indicate the number of shares issued
and the subscription price.
3.3.2.7 SECURITIES NOT REPRESENTING CAPITAL
There are currently no securities issued by the Company that do not represent capital.