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ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
73
of €49 million to December 30, 2011. In August 2011, after the disposal of the Cryptic Studios, the amount of the credit
facility has been reduced to €24.2 million. As per addendum 13 signed on December, 2011, the Company and BlueBay
have agreed the extension of a credit facility of €24.2 million to June 30, 2012.
At March 31, 2012, a total of € 24.2 million had been drawn down 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%.
Drawdowns under the BlueBay credit facility can be analyzed as follows at March 31, 2012 and 2011:
ORANE bonds issued in 2008 ("ORANE 2008 bonds")
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, 2012 there were 4,834 ORANE 2008 bonds outstanding. If all of the bonds were redeemed this would
result in the issue of 48,195 shares with a dilutive effect of 0.2% on the Company’s capital as of March 31, 2012.
ORANE 2009 BONDS (ISIN code: FR0010690081)
In January 2009, the Company issued 405,438 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 €40.5 million) and
are 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 related exchange parities in January 2010, one ORANE 2009 bond is
redeemable for 29.29 new or existing shares.
As of March 31, 2012 there were 367,488 of these ORANE 2009 bonds outstanding. If all the bonds were redeemed this
would result in the issue of 10,763,724 new shares with a dilutive effect on the Company’s capital of 36.5% as of
March 31, 2012.
ORANE 2009 BONDS (ISIN code: FR0010696153)
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 (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, which resulted in the issue of 1,479,871
ORANE 2009 bonds. The ORANE 2009 bonds are subject to the same conditions as the ORANE 2008 bonds, except for
the conversion ratio which has been set at 17 new or existing shares for one ORANE 2009 bond (instead of 8.91 new or
existing shares for one ORANE 2008 bond). 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 related exchange parities in January 2010, one ORANE 2009 bond is
redeemable for 18.96 new or existing shares.
As of March 31, 2012 there were 1,103,175 of these ORANE 2009 bonds outstanding. If all the bonds were redeemed
this would result in the issue of 20,916,198 new shares with a dilutive effect on the Company’s capital of 70.9% as of
March 31, 2012.
(€ million) March 31, 2012 March 31, 2011
Short- and medium-term credit facility (historical) - -
New credit facility (cash) 24.2 42.4
Sub-total 24.2 42.4
New credit facility (standby) - -
Total amount drawn down under the BlueBay facility 24.2 42.4