Atari announces the success of its offering of bonds convertible into
new ordinary shares of Atari due July 2026 for a nominal amount
of 30 million euros
PARIS, FRANCE (June 1st, 2023 – 5:45pm CET) – Atari® (the “Company”) — one of the world’s most iconic consumer brands and interactive entertainment producers —announced today the success of its offering of senior unsecured bonds convertible into new ordinary shares due July 31, 2026 (the “Convertible Bonds“), for a nominal amount of 30 million euros, without shareholders’ preferential subscription rights, by way of a public offering in France and with a priority subscription period for shareholders to subscribe for the bonds on a irreducible and reducible basis (the “Offering“).
In the context of the priority subscription period, demand from the Company’s existing shareholders amounted to 205,067,730 Convertible Bonds, representing approx. 102.50% of the total Offering (including Irata’s subscription commitment).
The Offering was fully subscribed within the priority subscription period. Irata LLC (“Irata“), a 27.73% shareholder of the Company held by Wade Rosen, chairman and CEO of the Company made an irrevocable undertaking to subscribe for Convertible Bonds on an irreducible basis up to the amount of its entire share in the Company’s capital, and on a reducible basis for the remainder of the Offering. As a result, Irata subscribed to 195,163,398 of the 200,000,000 Convertible Bonds issued corresponding to 97.58% of the total amount of the Offering, (approx. €16.3 M by debt set-off and €12.9 M in cash).
Legal framework of the Offering
The Offering was carried out by way of a public offering in France, except offerings as defined in paragraph 1 of article L.411-2 of the French Monetary and Financial Code, without preferential subscription rights for shareholders with a priority subscription period, in accordance with the 13th and 23rd resolutions adopted by the combined general meeting of shareholders of the Company held on September 27, 2022.
The subscription price of the Convertible Bonds under the priority subscription period was set at 0.15 euro per Convertible Bonds. On the basis of the closing price of the Company’s shares on May 23, 2023, i.e. 0.1304 euro, the subscription price of one Convertible Bond of 0.15 euro represents a premium of 15%.
Date of issue and interest
The Convertible Bonds shall be issued at par and will bear interest from June 5, 2023 (the “Issue Date”) at a rate of 6.50% per annum, payable semi-annually in arrears on July 31 and January 31 of each year (or if such date is not a business day the following business day), and for the first time on January 31, 2024.
Admission to trading
Application has been made for the Convertible Bonds to be listed on Euronext Growth on June 5, 2023.
Shareholding structure
To the Company’s knowledge, the allocation of the Company’s share capital (on a non-diluted basis) on the date of the AMF’s approval on the Prospectus (as defined below) and following the issuance of the Convertible Bonds and assuming their conversion into shares, was and would be as follows:
| Before the Offering | After the Offering and conversion of the Convertible Bonds | |||||||
| Existing shares | Exercisable voting rights | Existing shares | Exercisable voting rights | |||||
| Number of shares | % of capital | Number of voting rights | % of voting rights | Number of shares | % of capital | Number of voting rights | % of voting rights | |
| Irata LLC | 116,634,518 | 27.73% | 116,634,518 | 27.76% | 311,797,916 | 50.24% | 311,797,916 | 50.28% |
| Night Dive shareholders | ||||||||
| Stephen Kick | 31,463,004 | 7.48% | 31,463,004 | 7.49% | 31,463,004 | 5.07% | 31,463,004 | 5.07% |
| Lawrence Kuperman | 1,682,180 | 0.40% | 1,682,180 | 0.40% | 1,682,180 | 0.27% | 1,682,180 | 0.27% |
| Subtotal | 33,145,184 | 7.88% | 33,145,184 | 7.89% | 33,145,184 | 5.34% | 33,145,184 | 5.35% |
| Alexandre Zyngier | 3,779,778 | 0.90% | 3,779,778 | 0.90% | 3,779,778 | 0.61% | 3,779,778 | 0.61% |
| Treasury shares | 3,253,426 | 0.77% | – | – | 3,253,426 | 0.52% | ||
| Public | 263,850,803 | 62.72% | 266,546,144 | 63.45% | 268,687,405 | 43.29% | 271,382,746 | 43.76% |
| Total | 420,663,709 | 100% | 420,105,624 | 100% | 620,663,709 | 100% | 620,105,624 | 100% |
Provision of the prospectus
The prospectus was approved by the AMF under number 23-180 on May 24, 2023 (the “Prospectus“) and comprises (i) the Company’s universal registration document approved by the AMF on July 27, 2022 under number D.22-0661 (the “Universal Registration Document“), (ii) an amendment to the Universal Registration Document filed with the AMF on May 24, 2023 under number D.22-0661-A01 (the “Amendment“) and (iii) a securities note (including the summary of the Prospectus) (the “Securities Note“) is made available to the public.
Copies of the Prospectus will be available free of charge at the Company’s registered office, 25 rue Godot de Mauroy, 75009 Paris, France. The Prospectus will also be available on the…
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