Atari 2010 Annual Report Download - page 121

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
121
Taking into account the adjustment made to the exchange ratio for the stock warrants in January 2010, each ORANE
2009 bond is now exercisable for 18.96 new shares or existing shares.
As of March 31, 2010 there were 1,475,740 ORANE 2009 bonds outstanding which could result in the issue of
27,980,030 new shares on redemption.
12.4. ORANE 2009 bonds with warrants (ISIN code: FR0010690081)
On January 27, 2009, the Company issued bonds redeemable in new or existing shares (ORANE bonds) maturing April
1, 2014. The nominal value of the bonds was 40.5 million euros, represented by 405,438 bonds, each with a face value
of 100 euros and 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.
Taking into account the adjustment made to the exchange ratio for the stock warrants in January 2010, each ORANE
2009 bond is now exercisable for 29.29 new shares or existing shares.
As of March 31, 2010 there were 389,189 ORANE 2009 bonds outstanding which could result in the issue of 11,399,346
new shares on redemption.
12.5 ORANE 2010 bonds (ISIN code: FR0010833053)
On January 14, 2010, Atari SA issued bonds redeemable in new or existing shares (ORANE bonds) maturing April 1,
2015. The nominal value of the bonds was 15.6 million euros, represented by 156,428 bonds, each with a face value of
100 euros and redeemable for 26.39 new or existing shares. Of the 156,428 bonds purchased, 125,964 were paid for by
means of the cancellation of debt of 12.6 million euros. Accordingly, gross cash proceeds from the issue amounted to 3.0
million euros.
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, 2010 there were 156,428 ORANE 2010 bonds outstanding which could result in the issue of 4,128,138
new shares on redemption.
12.6. 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 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;
- canceling the redemption premium and setting the redemption amount at nominal value (i.e. €39 per
OCEANE);
- increasing the conversion ratio to 10.5 Atari shares for each OCEANE.
• 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.