Atari 2009 Annual Report Download - page 131

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
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12.5. OCEANE 2000-2011 (formerly 2000-2005) bonds
On May 18, 2000, the Company issued 8,941,517 bonds (the "OCEANE 2000-2005 bonds") with a nominal value of €39
each, convertible or exchangeable for new or existing common stock, representing an aggregate nominal value of
€412.3 million (including redemption premiums totaling approximately €63.6 million). The bonds, which originally
matured on July 1, 2005, carry interest at 1.5% a year (corresponding to a gross yield to maturity of 4.75%, including the
redemption premium). Each bond was originally immediately convertible into 1 Atari common share. This conversion
ratio was increased to 1.05 common shares in January 2002 to take into account the allocation of free shares on that
date. The Company has the option of calling the bonds if, prior to their maturity, the price of Atari common shares rises
above a pre-defined level. A prospectus was published in connection with the bond issue and was approved by the COB
(Commission des opérations de bourse, the predecessor of the AMF – French securities regulator) on May 18, 2000
under No. 00-823.
The Company issued a simplified tender offer, which was in effect from November 11 to December 1, 2003, to buy back
the OCEANE 2000-2005 bonds in exchange for 1.05 new Company shares and 5 bonds convertible into new shares or
exchangeable for existing shares of the Company (the “OCEANE 2003-2009 bonds”) with an attached warrant for new
Company shares. On December 19, 2003, the AMF issued notice no. 203C2191 in which it stated that 2,191,180
OCEANE 2000-2005 bonds had been tendered under the offer.
On March 4, 2005, the meeting of OCEANE 2000-2005 bondholders approved the following amendments to the bond
indenture:
 extending the bonds‟ maturity date to July 1, 2011;
 cancelling the redemption premium and setting the redemption amount at nominal value (i.e. €39 per bond);
 increasing the conversion ratio to 10.5 shares of Atari common stock for each OCEANE bond.
The second simplified offer for the OCEANE 2000-2005 bonds took place between March 9 and March 31, 2005 with the
Company offering to exchange each bond tendered to the offer for €11.20 in cash, 10 new Company shares and one
Company note (the 2006-2008 notes). On April 7, 2005, the AMF issued notice no. 205C0605 reporting that 2,403,772
OCEANE 2000-2005 bonds had been tendered under the offer.
The conversion and/or exchange ratio was increased to 21.524 shares per OCEANE 2011 bond following the rights
offering of January 2007, then to 24.718 shares per OCEANE 2011 bond following the distribution of bonus warrants to
all shareholders. The conversion and/or exchange ratio was further adjusted to 0.247 shares per OCEANE 2011 bond to
take account of the reverse stock split and then to 0.24874 shares per OCEANE 2011 bond in February 2009, following
the issue of pre-emptive subscription rights as part of the ORANE-BSA bond issue of December 2008.
As of March 31, 2008 and 2009, there were a total of 135,031 OCEANE 2000-2011 bonds still outstanding, which could
be converted into or exchanged for 33,588 Atari shares, with none of said bonds held by the Company at those dates.
12.6. OCEANE 2003-2020 (formerly 2003-2009) bonds
On December 23, 2003, the Company issued 16,487,489 bonds (the "OCEANE 2003-2009 bonds") with a nominal value
of €7 each, convertible or exchangeable for new or existing common stock, representing an aggregate nominal value of
€124.30 million (including redemption premiums totaling approximately €8.89 million). The bonds, which originally
matured on April 1, 2009, carried interest at 4% a year (corresponding to a gross yield to maturity of 5.31%, including the
redemption premium). Each bond could originally be converted into one Atari share. This conversion ratio was increased
to 1.02 common shares in December 2004 to take into account the allocation of free stock warrants on that date. The
Company has the option of calling the bonds if, prior to their maturity, the price of Atari common shares rises above a
pre-defined level. A prospectus was published in connection with the bond issue and was approved by the COB on
November 6, 2003 under No. 03-971.
At their meeting of September 29, 2006, the OCEANE 2003-2009 bondholders amended the terms and conditions of the
bond indenture as follows:
 the bonds' maturity was rescheduled from April 1, 2009 to April 1, 2020;
 after April 1, 2009, the OCEANE bondholders would no longer be able to convert their bonds into new Atari
shares or exchange them for existing shares;
 the nominal interest rate was reduced from 4% to 0.1%;
 the acceleration clause (2.5.10) of the bond indenture was deleted.
The changes were subject to the following conditions precedent, all of which were satisfied before the end of fiscal 2006-
2007:
 the endorsement by the Extraordinary Shareholders‟ Meeting of the OCEANE‟s amended indenture;
 a subscribed equity issue of at least €33.7 million no later than February 15, 2007;
 an exchange tender offer for the OCEANE 2020 bonds no later than April 30, 2007 and the tendering of more
than 60% of the OCEANE 2020 bonds outstanding.
The principal holders of OCEANE 2020 bonds undertook to tender all 11,185,659 OCEANE 2020 bonds held by them
and representing 67.8% of those outstanding. They also agreed not to sell their bonds before April 30, 2007 other than in
connection with the tender offer.