Atari 2009 Annual Report Download - page 152

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
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Grants of free shares
As of March 31, 2009, a total of 487,417 free shares granted under existing plans were outstanding, representing 3.76%
of the Company‟s total capital on that date.
The principal features of Atari share grant plans currently in effect are described in section 7 “Corporate officers” of
“Information on management and the financial statements”.
2000-2011 bonds convertible into or exchangeable for new or existing shares (OCEANE 2000 -
2011)
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 share. This conversion ratio was
increased to 1.05 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 stock 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.
Two successive simplified public offers have been made to exchange these OCEANE bonds:
The first of the offers ran from November 11 to December 1, 2003 with the Company offering to exchange each tendered
OCEANE 2000-2005 bond for 1.05 newly-issued shares and 5 new OCEANE bonds (the “OCEANE 2003-2009 bonds”),
each carrying a warrant for new shares in the Company. 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.
At their meeting of March 4, 2005, the 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 Atari shares for each 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 to the offer, which meant that 135,031 OCEANE 2011 bonds were
outstanding as of March 31, 2005.
The conversion and/or exchange ratio was adjusted to 21.524 shares for one OCEANE 2011 bond following the rights
issue of January 2007, then to 24.718 shares per OCEANE 2011 bond following the distribution of free stock warrants to
all shareholders, and lastly to 0.247 shares per OCEANE 2011 bond to reflect the reverse stock split. In February 2009
the ratio was further adjusted to 0.24874 shares to reflect the issue of pre-emptive subscription rights in connection with
the ORANE-BSA issue in December 2008.
As of March 31, 2009 there were a total of 135,031 OCEANE 2011 bonds still outstanding, which could be converted into
or exchanged for 33,587 Atari shares. If all of these bonds were converted into new shares, this would have a dilutive
effect of 0.26% on the Company‟s capital as of March 31, 2009.
2003-2009 bonds convertible into or exchangeable for new or existing common stock – OCEANE
2003-2009, now OCEANE 2003-2020
On December 23, 2003, the Company issued 16,487,489 bonds (the "OCEANE 2020 bonds") with a nominal value of €7
each, convertible or exchangeable for new or existing common stock, representing an aggregate nominal value of
€124.3 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 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 stock 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 extended 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.