Atari 2009 Annual Report Download - page 153

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
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The conversion and/or exchange ratio was adjusted to 2.091 shares per OCEANE 2003-2009 bond following the rights
issue of January 2007, then to 2.401 shares per OCEANE 2003-2009 bond following the distribution of free stock
warrants to all shareholders.
Between February 12 and March 9, 2007, the Company ran a simplified public offer – whose terms and conditions were
described in a circular approved by the AMF on February 2, 2007 under notice no. 207CO246 – to exchange each
tendered OCEANE 2020 bond for 32 new Company shares. On March 16, 2007, the AMF issued notice no. 207C0515
reporting that 16,403,083 OCEANE 2020 bonds, or 99.5% of those outstanding, had been tendered to the offer.
On March 31, 2008, the conversion and/or exchange ratio was adjusted to 0.024 shares for each OCEANE 2020 bond to
reflect the reverse stock split. This ratio was further adjusted in February 2009 to 0.02416 to reflect the issue of pre-
emptive subscription rights in connection with the ORANE-BSA issue in December 2008.
As of March 31, 2009 a total of 84,406 OCEANE 2020 bonds were still outstanding, which could be converted into or
exchanged for 2,039 Atari shares. If all of these bonds were converted into new shares, this would have a dilutive effect
of 0.02% on the Company‟s capital as of March 31, 2009. The OCEANE 2020 bonds not tendered under the offer are
redeemable in full on April 1, 2020 for €7.539 each and carry interest at 0.1%.
Stock warrants issued in connection with the financial restructuring plan approved at the
Extraordinary Shareholders’ Meeting held on November 15, 2006
At its meeting of December 19, 2006, the Company's Board of Directors decided to issue 47,431,539 stock warrants to
the Company's shareholders (the "2006-2007 warrants”).
In the seventeenth resolution of the Extraordinary Shareholders‟ Meeting held on November 15, 2006 the shareholders
resolved – subject to the condition precedent of the completion of the share issue amounting to €74 million before
transaction costs – to allocate 217,900,000 stock warrants, free of consideration, exercisable for newly-issued shares, to
the Company's former bondholders (the "Investor Warrants"), namely Boussard & Gavaudan Asset Management LP
(36,300,000 warrants) and GLG Partners LP and The BlueBay Value Recovery (Master) Fund Limited (181,600,000
warrants). Following the simplified public exchange offer launched in December 2008 relating to (i) the ORANE bonds
issued by the Company on January 4, 2008 (ISIN code FR0010560615) and (ii) the stock warrants issued by the
Company on December 22, 2006 and January 24, 2007, 167,350,200 2006-2007 warrants – representing 88.9% of the
warrants still outstanding at January 27, 2009 – were tendered to the offer, with BlueBay and GLG tendering all the
warrants they held.
Taking into account the reverse stock-split carried out in March 2008 and the issue of pre-emptive subscription rights in
connection with the ORANE-BSA issue in December 2008, one hundred and one warrants are exercisable for one new
share at a price of €15.
As of March 31, 2009 a total of 20,863,839 warrants remained outstanding and could be exercised at any time until
December 31, 2009, resulting in the issuance of 210,724 shares. Should all the warrants be exercised, this would have a
dilutive effect of 1.62% on the Company‟s capital as of March 31, 2009.
Bonds redeemable for new or existing shares issued in January 2008 (ORANE 2008 bonds) – ISIN
code FR0010560615
On January 4, 2008, the Company issued 1,500,000 bonds redeemable for new or existing shares (ORANE bonds),
maturing on April 1, 2014. The bonds have a nominal value of €100 each (representing an aggregate amount of
€150 million) and are redeemable for 8.91 new or existing shares, taking into account the reverse stock split. The gross
and net proceeds of the issue came to €150 million and €144.1 million respectively. The bonds bear interest at an annual
rate of 0.5% – representing €0.50 per bond – payable in arrears on April 1 each year.
In December 2008, the Company launched a simplified public exchange offer relating to (i) the ORANE bonds issued by
the Company on January 4, 2008 (ISIN code FR0010560615) and (ii) the stock warrants issued by the Company on
December 22, 2006 and January 24, 2007. A total of 1,479,871 ORANE 2008 bonds – representing 99.6% of the bonds
still outstanding at January 27, 2009 – were tendered to the offer. Consequently as of March 31, 2009 there were 6,164
ORANE 2008 bonds outstanding. If all of the bonds were redeemed this would result in the issue of 55,106 shares with a
dilutive effect of 0.42% on the Company‟s capital as of March 31, 2009.
Taking into account the adjustment made to the related exchange parities on February 4, 2009, one ORANE 2008 bond
is redeemable for 8.94 new or existing shares.
Stock warrants issued in connection with the ORANE-BSA issue in January 2009 and the
Simplified Public Exchange Offer in December 2008/January 2009
In January 2009 the Company issued bonds redeemable for new or existing shares with stock warrants attached
(ORANE-BSA), resulting in the issue of 405,438 stock warrants (the "2009 warrants").
On February 11, 2009 the Company completed the simplified public exchange offer relating to (i) the ORANE bonds
issued by the Company on January 4, 2008 (ORANE 2008) under ISIN code FR0010560615 and (ii) the 2007 stock
warrants issued by the Company on December 22, 2006 and January 24, 2007. A total of 167,350,200 2007 stock
warrants – representing 88.9% of the 2007 warrants still outstanding – were tendered to the offer. Following the public