Ubisoft 2000 Annual Report Download - page 25

Value of the share prior to the distribution
Value of the share prior to the distribution reduced by:
either the amount distributed per share,
or the value of the distributed securities per share.
>To calculate this ratio:
the share value prior to the distribution shall be determined using
the average of at least twenty consecutive stock market prices
chosen from among the forty preceding that of the day of
distribution;
the value of distributed securities per share shall be calculated
using either the average of at least twenty consecutive stock market
prices chosen from among the forty preceding that of the day of
distribution in the case of securities listed on a regulated market
or, in the case of unlisted securities, on the basis of the prices in
the daily activity report for unlisted securities, or using a value
determined by an expert.
(e) Acquisition, merger or demerger
In this case, holders of subscription warrants who exercise their
warrants shall receive shares from the acquiring company or the
new company. The number of shares of the acquiring company
that can be subscribed by exercising the warrants shall be equal
to the number of shares of the issuing company which the bearer
of the warrants would have subscribed, adjusted by the exchan-
ge ratio of the issuing company shares against the shares of the
acquiring company or the new company.
The acquiring company or the new company shall take on the obli-
gations of the issuing company.
This adjustment shall be carried out in such a way as to equalize the
value of the securities which would have been obtained by exerci-
sing the warrants prior to one of the above-mentioned transactions
and the value of the securities which will be obtained if the warrants
are exercised after the aforesaid transaction is completed.
Where appropriate, the new number of shares obtained by exerci-
sing a warrant shall include a fraction expressed in hundredths.
However, exercising warrants at the price originally set can only give
rise to the subscription of a whole number of shares. The rules for
fractional shares are set out below.
The Board of Directors shall report on the elements involved in cal-
culating the new bases for conversion for both the subscription
rights attached to the warrants as defined above and the results of
any adjustment in the first annual report following the transaction
and by means of press releases in the financial press.
(f) Allocation of bonus simple or compound securities:
In the event that any bonus simple or compound securities are
allocated, the new number of shares obtained by exercising the
warrants shall be determined as follows:
(i) if the allotment right is not listed on the Paris Bourse, the new
number of shares obtained by exercising a warrant shall be
determined by multiplying the number of shares that would
have been obtained by subscribing to a share prior to the
bonus allocation by the following adjustment coefficient:
share value excluding subscription right increased by value
of allocated securities per share
share value excl. sub. right
In calculating this ratio, the value of the share excluding sub-
scription right and that of the security or securities allotted per
share shall be determined by reference to the average of the
opening prices on the Paris Bourse during a period of twenty
consecutive trading days following the allotment date. The
share excluding subscription rights and the allotted securities
must be listed simultaneously if their prices are dependent.
(ii) if the allotment right is listed on the Paris Bourse, the adjust-
ment coefficient shall be calculated in accordance with para-
graph (a) above for issues which include a pre-emptive sub-
scription right, the value of the allotment right being substitu-
ted for that of the pre-emptive subscription right and the sub-
scription period being replaced by the first twenty days on
which the allotment rights are listed on the Paris Bourse.
(g) In the event that shares are bought back at above their market
price, the new number of shares which can be obtained by exer-
cising the subscription rights attached to the warrants shall be
determined, to the nearest hundredth, by using the following
ratio:
Percentage of capital bought back by X
(buyback price minus share price)
Share price
In calculating this ratio, the price values shall be determined using
the average of at least ten consecutive stock market prices selected
from among the twenty days preceding the buyback or the share
buyback option.
Where, as a consequence of one of the above-mentioned transac-
tions, the holder of warrants giving rights to securities has the right
to a number of shares including a fraction, thus constituting fractio-
nal shares, he or she shall have the right to request:
>either the number of complete shares immediately below, in which
case the holder shall be paid a sum in cash equal to the value of
the additional fraction, evaluated on the basis on the opening stock
market price on the Bourse trading day preceding the date the
conversion request is filed;
>or the number of complete shares immediately above, in which case
the holder shall pay the company a sum equal to the value of the
additional fractional share thus requested, evaluated on the same
basis as in the preceding paragraph.
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