Atari 2010 Annual Report Download - page 153

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
153
CHANGES IN OWNERSHIP OVER THE LAST THREE FISCAL YEARS
Stock ownership changed as follows in terms of percentage of stock held and voting rights over the last three fiscal
years. Differences between the number of shares and voting rights held are due to the fact that shares held in registered
form for two years or more are entitled to double voting rights:
Shares % capital % voting rights Shares % capital % voting rights Shares % capital % voting rights
Principal founders (1) (4) (4) (4) (4) (4) (4) (4) (4) (4)
The BlueBay Value Recovery (Master) Fund 4 044 891 19,16% 30,63% 4 044 891 19,16% 30,63% 4 044 891 31,49% 31,40%
GLG (2) 483 245 2,29% 3,66% 641 484 3,04% 4,86% 641 484 4,99% 4,98%
Treasury shares (5) 26 070 0,12% - 2 470 0,01% - 2 470 0,02% -
Public (3) 16 552 655 78,40% 8 280 253 39,22% 8 121 092 63,22%
Total 21 113 623 100% 100% 12 975 860 100% 100% 12 844 860 100% 100%
Shareholders
mars 31, 2009 avril 10, 2008mars 31, 2010
(1) Directly or indirectly held by Bruno Bonnell, Christophe Sapet and Thomas Schmider.
(2) GLG Partners LP for April 10, 2008 and GLG Market Neutral Fund, GLG Global Convertible UCITS Fund and GLG Global
Convertible Fund PLC for March 31, 2007.
(3) Including employees, whose holding is less than 0.5% of the capital stock.
(4) As of March 31, 2007, March 31, 2008 and March 31, 2009, the principal founders (Bruno Bonnell, Christophe Sapet and Thomas
Schmider) together held, either directly or indirectly, less than 1% of the capital stock and voting rights.
(5) out of which 23,600 shares in liquidity contract as of March 31, 2010 and 2,470 treasury shares.
Note: the Company's directors, founders and employees held less than 1% of the capital stock
SHAREHOLDER AGREEMENTS
To the best of the Company's knowledge, there are no shareholder agreements.
RELATED PARTY TRANSACTIONS
Related party transactions are described in the notes to the consolidated financial statements for the year ended
March 31, 2010 and in the Statutory Auditors’ special report prepared in accordance with Article L.225-40 of the French
Commercial Code and reproduced below.
PLEDGES, GUARANTEES AND SURETIES
Assets pledged to finance operations
In connection with the renegotiation of their bank debt, on April 21, 2006, Atari SA and Atari Europe SAS. entered into a
new agreement with a leading financial institution, Banc of America Securities Limited (BOA), that provides for the
implementation of a €20 million credit facility to finance operations, as well as for the possibility of obtaining up to
€30 million in financing locally in Europe, secured by trade receivables. The new agreement replaces the Group's
previous agreements with other banks (
1
).
Several amendments to this agreement have been signed. A new amendment to the agreement was signed in the fourth
quarter of 2009-2010 for the purposes of extending the facility’s expiration date to December 31, 2010.
As of March 31, 2010, a total of €44.0 million was available under the credit facility in the form of cash or standby loans.
Drawdowns in cash carry interest at the 3-month Euribor +850 basis points and standby loans carry interest at 3%.
Under these agreements, the Company, California US Holding Inc., and Atari Europe SAS have pledged (i) all of the
shares of the following subsidiaries: Cryptic Studios, Inc., Eden Games SAS, Atari Interactive, Inc., Atari Inc., and Atari
Europe SAS, (ii) certain trademarks and elements making up games published by Atari Europe SAS, (iii) 66% of the
shares of Distribution Partners SAS (
2
), and (iv) receivables held by certain subsidiaries on other Group companies.
Atari and Atari Europe have also given a separate guarantee to BOA.
These liens serve to secure the obligations of Atari Europe and its borrowing subsidiaries with respect to short- and
medium-term financing, which are further guaranteed by Atari in the form of a surety and a guarantee given by
Atari Europe SAS for the commitments of its subsidiaries.
In addition, short-term credit facilities in Europe are secured by trade receivables, on a basis that varies with the sums
drawn down.
1
Pledges in favor of the Group’s banks were transferred to BoA on April 13, 2006 and additional guarantees were given for the Group’s
medium- and short-term bank debt.
2
As of July 7, 2009, due to the sale of the Company's remaining 66% interest to Namco Bandai Games Europe SAS, these pledges
must be lifted.