Atari 2009 Annual Report Download - page 128

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
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9.3. Employee Savings Plan (PEE)
The Shareholders‟ Meeting of September 27, 2007 authorized the Board of Directors to issue equity in the form of new
shares to be offered to employees enrolled in an employee savings plan (Plan d‟Epargne Entreprise), for a period of 26
months.
No new employee savings plans were implemented during the fiscal year ended.
9.4. Stock warrants
9.4.1. Stock warrants maturing in 2009
At its meeting of December 19, 2006, the Board of Directors decided to issue 47,431,539 stock warrants to the
Company's shareholders (the "2007 Shareholder Warrants").
In the seventeenth resolution of the Extraordinary General Meeting held on November 15, 2006 the shareholders
resolved – subject to the condition precedent of the completion of the share issue amounting to €74.0 million before
transaction costs – to allocate 217,900,000 stock warrants, free of consideration, exercisable for newly-issued shares, to
the Company‟s main former bondholders (the "2007 Investor Warrants"), namely Boussard & Gavaudant Asset
Management LP (36,300,000 warrants) and GLG Partners LP and The BlueBay Value Recovery Fund (181,600,000
warrants)
After adjustments for the March 2008 reverse stock split, one hundred of the 2007 warrants are exercisable for one new
share at a price of €15.
At its meeting of December 1, 2008 the Board of Directors authorized the Company to carry out a public exchange offer
for the warrants allocated in 2007 based on an exchange parity of one newly-issued 2009 warrant for one hundred 2007
warrants tendered to the offer. A total of 167,350,200 of the 2007 warrants were tendered, resulting in the issuance of
1,673,502 “2009 warrants” on February 11, 2009. Each 2009 warrant is exercisable for one newly-issued share of the
Company at an exercise price of €6.
At its December 3, 2008 meeting, the Board of Directors decided to issue 405,438 bonds with stock warrants attached.
As part of this transaction a total of 405,438 new shareholder stock warrants ("Shareholder Warrants”) were detached
from the bonds as soon as they were issued on January 27, 2009.
Taking into account the adjustment made to the exchange ratios of the stock warrants on February 4, 2009, one hundred
2007 warrants are now exercisable for 1.01 new shares at an exercise price of €15.
At March 31, 2009 the following stock warrants were outstanding:
 20,863,839 “2007 warrants”, exercisable at any time until December 31, 2009, which would result in the
issuance of a maximum of 210,724 shares.
 2,077,780 “2009 warrants”, exercisable at any time until December 31, 2012, which would result in the issuance
of a maximum of 2,077,780 shares.
9.4.2. Stock warrants created following the issue of ORANE bonds and the public exchange offer, maturing in
2012
On January 27, 2009, the Company issued 405,438 ORANE bonds with warrants attached allowing beneficiaries to
subscribe one newly-issued Atari share with an exercise price of €6.
In addition, following the public tender offer which ran from December 30 2008 to January 27, 2009, the Company
offered to exchange 100 warrants maturing in 2009 for 1 newly-issued warrant. Accordingly, the Company issued
1,673,502 "2009 warrants" on February 11, 2009 allowing beneficiaries to subscribe one newly-issued Atari share with
an exercise price of €6.
A total of 1,160 warrants had been exercised as of March 31, 2009.
On March 31, 2009, a total of 2,077,780 "2009 warrants" remained outstanding and could be exercised at any time until
December 31, 2012, for 2,077,780 shares (i.e., one share per warrant).
9.5. Grants of free shares
In fiscal year 2008-2009 and 2007-2008 the Company used the authorizations given at the Shareholders' Meeting of
November 15, 2006 to grant free shares to certain corporate officers and executives.
In order for rights to free shares to vest, their beneficiaries must be part of the Group on the vesting date and grants are
generally contingent on the achievement of certain performance conditions. After the vesting period, shares are subject
to a two-year lock-up period.