Atari 2011 Annual Report Download - page 123

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
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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.
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. As of March 31, 2011 a total of
82,906 OCEANE 2020 bonds were still outstanding.
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.
As of March 31, 2011 there were 5,253 ORANE 2008 bonds outstanding. If all of the bonds were redeemed this would
result in the issue of 52,372 shares with a dilutive effect of 0.2% on the Company’s capital as of March 31, 2011.
Stock warrants issued in connection with the ORANE-BSA issue in January 2009 and the
Simplified Public Exchange Offer in December 2008/January 2009
In January 2009 the Company issued bonds redeemable for new or existing shares with stock warrants attached
(ORANE-BSA), resulting in the issue of 405,438 stock warrants (the "2009 warrants").
On February 11, 2009 the Company completed the simplified public exchange offer relating to (i) the ORANE bonds
issued by the Company on January 4, 2008 (ORANE 2008) under ISIN code FR0010560615 and (ii) the 2007 stock
warrants issued by the Company on December 22, 2006 and January 24, 2007. A total of 167,350,200 2007 stock
warrants – representing 88.9% of the 2007 warrants still outstanding – were tendered to the offer. Following the public
exchange offer 1,673,502 “2009 warrants” had been issued. The 2009 warrants are subject to the same conditions as
the 2007 warrants, apart from (i) the exercise price, which has been set at €6 per warrant (versus €15 per 100 2006-
2007 warrants) and (ii) the expiration date, which has been set at December 31, 2012 (compared with
December 31, 2009). A total of 2,078,940 “2009 warrants” have been issued with one warrant exercisable for one new
share at a unit price of €6, until December 31, 2012.
Taking into account the adjustment made to the related exchange parities in January, 2010, 1.12 warrant is exercisable
for one new share at a price of €6.
As of March 31, 2011 a total of 2,063,174 “2009 warrants” remained outstanding and could be exercised at any time until
December 31, 2012. If all the warrants were exercised, this would result in the issue of 2,310,755 shares with a dilutive
effect of 9.5% on the Company’s capital as of March 31, 2011.