Atari 2010 Annual Report Download - page 143

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
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• the nominal interest rate was reduced from 4% to 0.1%;
• the acceleration clause (2.5.10) of the bond indenture was deleted.
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, 2010 a total of 82,906 OCEANE 2020 bonds were still outstanding. Since April 1, 2009, the OCEANE
bondholders are no longer able to convert their bonds into new Atari shares or exchange them for existing shares, the
OCEANE have no dilutive impact since that date.
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 were exercisable for one new
share at a price of €15.
Overall, a total of 77,895,000 warrants has been exercised to obtain 778,779 Atari shares (after reverse stock split).
As of March 31, 2010 no more warrants are reminding as the maturity date was December 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.
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. Taking into account the adjustment made to the related exchange parities
in January, 2010, one ORANE 2008 bond is redeemable for 9.97 new or existing shares.
Consequently as of March 31, 2010 there were 5,597 ORANE 2008 bonds outstanding. If all of the bonds were
redeemed this would result in the issue of 55,802 shares with a dilutive effect of 0.3% on the Company’s capital as of
March 31, 2010.