Atari 2010 Annual Report Download - page 85

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
85
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;
• cancelling the redemption premium and setting the redemption amount at nominal value (i.e. €39 per bond);
• increasing the conversion ratio to 10.5 Atari shares for each bond.
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.
The conversion and/or exchange ratio was adjusted to 21.524 shares for one OCEANE 2011 bond following the rights
issue of January 2007, then to 24.718 shares per OCEANE 2011 bond following the distribution of free stock warrants to
all shareholders, and lastly to 0.247 shares per OCEANE 2011 bond to reflect the reverse stock split. In February 2009
the ratio was further adjusted to 0.24874 shares to reflect the issue of pre-emptive subscription rights in connection with
the ORANE-BSA issue in December 2008. In January 2010 the ratio was further adjusted to 0.27266 shares to reflect
the issue of free warrants to purchase shares or ORANE.
As of March 31, 2010 there were a total of 135,031 OCEANE 2011 bonds still outstanding, which could be converted into
or exchanged for 36,818 Atari shares.
OCEANE 2003-2009 bonds, now OCEANE 2003-2020 bonds
On December 23, 2003, the Company issued 16,487,489 bonds (the "OCEANE 2020 bonds") with a nominal value of €7
each, convertible or exchangeable for new or existing common stock, representing an aggregate nominal value of €124.3
million (including redemption premiums totaling approximately €8.89 million). The bonds, which originally matured on
April 1, 2009, carried interest at 4% a year (corresponding to a gross yield to maturity of 5.31%, including the redemption
premium). Each bond could originally be converted into one Atari share. This conversion ratio was increased to 1.02
shares in December 2004 to take into account the allocation of free stock warrants 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 on November 6, 2003 under
No. 03-971.
At their meeting of September 29, 2006, the OCEANE 2003-2009 bondholders amended the terms and conditions of the
bond indenture as follows:
• the bonds' maturity was extended from April 1, 2009 to April 1, 2020;
• after April 1, 2009, the OCEANE bondholders would no longer be able to convert their bonds into new Atari
shares or exchange them for existing shares;
• 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.