Atari 2009 Annual Report Download - page 154

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
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exchange offer 1,673,502 “2009 warrants” had been issued. The 2009 warrants are subject to the same conditions as
the 2007 warrants, apart from (i) the exercise price, which has been set at €6 per warrant (versus €15 per 100 2006-
2007 warrants) and (ii) the expiration date, which has been set at December 31, 2012 (compared with
December 31, 2009). A total of 2,078,940 “2009 warrants” have been issued with one warrant exercisable for one new
share at a unit price of €6, until December 31, 2012.
As of March 31, 2009 a total of 2,077,780 “2009 warrants” remained outstanding and could be exercised at any time until
December 31, 2012. If all the warrants were exercised, this would result in the issue of 2,077,780 shares with a dilutive
effect of 16.01% on the Company‟s capital as of March 31, 2009.
Bonds redeemable for new or existing shares issued in January 2009 in connection with the
ORANE-BSA issue (“ORANE 2009 bonds”) – ISIN code FR0010690081
In January 2009, the Company issued 405,438 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 €40.5 million) and
are redeemable for 26.26 new or existing shares. The gross and net proceeds of the issue came to €40.5 million and
€37.6 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.
As of March 31, 2009 there were 405,438 of these ORANE 2009 bonds outstanding. If all the bonds were redeemed this
would result in the issue of 10,646,801 new shares with a dilutive effect on the Company‟s capital of 82.05% as of
March 31, 2009.
Bonds redeemable for new or existing shares issued in February 2009 in connection with the
simplified public exchange offer (“ORANE 2009 bonds”) – ISIN code FR0010696153
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 (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, which resulted in the issue of 1,479,871
ORANE 2009 bonds. The ORANE 2009 bonds are subject to the same conditions as the ORANE 2008 bonds, except for
the conversion ratio which has been set at 17 new or existing shares for one ORANE 2009 bond (instead of 8.91 new or
existing shares for one ORANE 2008 bond). The bonds bear interest at an annual rate of 0.5% – representing €0.50 per
bond – payable in arrears on April 1 each year.
As of March 31, 2009 there were 1,479,871 of these ORANE 2009 bonds outstanding. If all the bonds were redeemed
this would result in the issue of 25,157,807 new shares with a dilutive effect on the Company‟s capital of 193.88% as of
March 31, 2009.
Category A and B convertible bonds (CBs) issued as consideration for the transfer of Cryptic
Studios shares
As part of the acquisition of Cryptic Studios, on December 12, 2008 the Company issued 1,055,011 Category A
convertible bonds and 1,055,011 Category B convertible bonds, representing a total of 2,110,022 convertible bonds
(CBs), as consideration for the transfer of Cryptic Studios shares to the Company. The nominal value of the Category A
CBs is €407,122.9, or €0.386 per bond, and the nominal value of the Category B CBs is €407,122.9, or €0.386 per bond.
Each CB is automatically convertible into newly-issued shares of Atari common stock if certain targets are achieved for
online revenue generated by the Champions Online and Star Trek Online video games pursuant to the earn-out
mechanism applicable to the acquisition of Cryptic Studios. If all of the CBs were automatically converted this would
result in the issue of 1,888,007 new Atari shares, subject to the following conditions:
 the maximum number of new Atari shares that may be issued on the automatic conversion of the Category A
CBs will be determined based on the online revenue generated by Atari for the Champions Online video game
during a six-month period commencing in October 2009 (as set out in the May 2009 addendum to the
acquisition agreement), taking into account the cash settlement of an initial portion of the earn-out payment
representing a maximum of USD 7.5 million; and
 the total number of new Atari shares that may be issued on the automatic conversion of the Category B CBs will
be determined based on the online revenue generated by Atari for the Star Trek Online video game during a
six-month period commencing in March 2010.
No other securities exist carrying a right to the Company's capital other than those described above.