Atari 2010 Annual Report Download - page 118

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
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9.4. Stock warrants
9.4.1. Stock warrants maturing in 2009 (2006-2007 warrants)
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 “2007 shareholders' 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 main former bondholders (the “2007 investor warrants”, referred to collectively with the “2007
shareholders' warrants” as the “2007 warrants”), namely Boussard & Gavaudant Asset Management LP (36,300,000
“2007 warrants”) and GLG Partners LP and The BlueBay Value Recovery (Master) Fund Limited (181,600,000 “2007
warrants”).
After adjustments for the March 2008 reverse stock split, one hundred 2007 warrants are exercisable for one new share
at a price of €15.
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.
As of March 31, 2010, no 2007 warrants were outstanding; their expiration date was December 31, 2009.
In all, 77,895,000 warrants were exercised and resulted in the creation of 778,779 Atari shares.
9.4.2. Stock warrants created following the issue of ORANE bonds and the public exchange offer, maturing in
2012 (2009 warrants)
At its meeting of December 3, 2008, the Company's Board of Directors decided to issue 405,438 bonds redeemable for
new or existing shares (ORANE bonds) with stock warrants (the “2009 warrants”). As part of this issue, 405,438 2009
warrants were detached when issued on January 27, 2009.
Each 2009 warrant is exercisable for one newly-issued share of the Company at an exercise price of €6 until December
31, 2012.
At its meeting of December 3, 2008 the Board of Directors authorized the Company to carry out a public exchange offer
for, inter alia, the warrants allocated in 2007 based on an exchange ratio of one “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.
Following the January 2010 equity issue, the new ratio makes 1.12 “2009 warrants” exercisable for 1 new share at the
price of 6 euros.
As of March 31, 2010, a total of 2,063,600 “2009 warrants” remained outstanding and could be exercised at any time
until December 31, 2012, resulting in the issuance of 2,311,232 shares.
9.5. Share awards
In fiscal 2009-2010 and fiscal 2008-2009 the Company used the authorizations given at the Shareholders' Meeting of
November 15, 2006 to grant free shares to certain officers and executives. In its nineteenth resolution, the annual and
special Shareholders’ Meeting on September 30, 2009 authorized free share awards for employees and officers of the
Company and of its affiliates, for a 38-month period.
In order for rights to free shares to vest, their beneficiaries must be part of the Group on the vesting date and awards are
generally contingent on the achievement of certain performance conditions. After the vesting period, shares are subject
to a two-year lock-up period.
The table below shows a summary of transactions involving share awards in fiscal 2008-2009 and fiscal 2009-2010:
No free shares were awarded in fiscal 2009-2010.
2009-2010 2008-2009
Free shares granted at beginning of year
487,417
639,584
Grants 472,685
Cancellations (249,686) (624,852)
Free shares granted at end of year
237,731
487,417