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
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 Company's website (https://www.atari-investisseurs.fr) as well as on the AMF's website (www.amf-france.org).
The attention of investors is drawn to the risk factors described in section 5 "Risk factors" of the Universal Registration Document, in section 4 "Risk factors" of the Amendment and in section 2 "Risk factors relating to the offer" of the Securities Note. The realization of some or all of these risks could have a negative impact on the business activity, situation, financial results or objectives of the Group.
ABOUT ATARI
Atari is an interactive entertainment company and an iconic gaming industry brand that transcends generations and audiences. The company is globally recognized for its multi-platform, interactive entertainment and licensed products. Atari owns and/or manages a portfolio of more than 200 unique games and franchises, including world-renowned brands like Asteroids®, Centipede®, Missile Command®, Pong®, and RollerCoaster Tycoon®. Atari has offices in New York and Paris. Visit us online at www.atari.com.
Atari shares are listed in France on Euronext Growth Paris (ISIN Code FR0010478248, Ticker ALATA) and OTC Pink Current (Ticker PONGF).
©2023 Atari Interactive, Inc. Atari wordmark and logo are trademarks owned by Atari Interactive, Inc.
Contacts
Atari - Investor Relations
Tel + 33 1 83 64 61 57 - investisseur@atari-sa.com | www.atari.com/news/
Calyptus - Marie Calleux
Tel + 33 1 53 65 68 68 - atari@calyptus.net
Listing Sponsor - Euroland
Tel +33 1 44 70 20 84
Julia Bridger - jbridger@elcorp.com
FORWARD-LOOKING STATEMENTS
This press release contains certain non-factual elements, including but not restricted to certain statements concerning its future results and other future events. These statements are based on the current vision and assumptions of Atari’s leadership team. They include various known and unknown uncertainties and risks that could result in material differences in relation to the expected results, profitability and events. In addition, Atari, its shareholders and its respective affiliates, directors, executives, advisors and employees have not checked the accuracy of and make no representations or warranties concerning the statistical or forward-looking information contained in this press release that is taken from or derived from third-party sources or industry publications. If applicable, these statistical data and forward-looking information are used in this press release exclusively for information.
DISCLAIMER
The distribution of this press release and the offer and sale of the Convertible Bonds may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Not for release, directly or indirectly in or into the United States, Canada, South Africa, Japan or Australia. This document (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Canada, South Africa, Japan or Australia or any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. No public offering of the securities will be made in the United States.
This press release and the information contained herein do not constitute either an offer to sell or purchase, or the solicitation of an offer to sell or purchase, securities of the Company.
No communication or information in respect of any securities mentioned in this press release may be distributed to the public in any jurisdiction where registration or approval is required. No steps have been taken or will be taken in any jurisdiction where such steps would be required. The offering or subscription of the Company’s securities may be subject to specific legal or regulatory restrictions in certain jurisdictions.
This press release does not, and shall not, in any circumstances, constitute a public offering, a sale offer nor an invitation to the public in connection with any offer of securities. The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.
This announcement is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation").
With respect to the member states of the European Economic Area other than France, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member state. As a result, the securities may not and will not be offered in any relevant member state except in accordance with the exemptions set forth in Article 1 (4) of the Prospectus Regulation or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that relevant member state.
The distribution of this press release has not been made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
This announcement may not be published, forwarded or distributed, directly or indirectly, in the United States of America, Canada, Australia, South Africa or Japan.
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