ATARI: Description of the Share Buyback Program
Description of the Share Buyback
Program
Paris, April 5, 2019 – The
board of directors of Atari (the “Company”), at its meeting of
February 19, 2019, has decided to implement the share buyback
program for its own shares, which was authorized by the Combined
General Meeting of September 28, 2018 (the " Shareholders’
Meeting"), in accordance with articles 225-09 et seq. of the French
Commercial Code, with articles 241-1 to 241-5 of the AMF's General
Regulations and with the European Regulation No 2273/2003 of
December 22, 2003.
This description, prepared in accordance with
the provisions of articles 241-1 to 241-5 of the AMF's General
Regulations and of European Regulation No 596/2014 of April 16,
2014, aims to describe the purpose and methods of the Company's
treasury share buyback program.
1) Breakdown by objectives of the capital securities
owned at the date of April 4, 2019:
As of April 4, 2019, the number of shares owned
directly or indirectly by the Company is 220,000 representing 0.09%
of the Company’s capital. These shares are allocated to the
payment for services in a limit of 5% of its share capital as
provided for in article L. 225-209, paragraph 6 of the French
Commercial Code, with a view to minimize the acquisition cost or
more generally to improve the conditions of a transaction, in
accordance with the modalities defined by the AMF.
2) Description of the share buyback program authorized
by the Shareholders’ Meeting
- Authorization for the program: ninth
resolution of the Combined General Meeting of September 28,
2018
- Securities concerned: common
shares
- Maximum percentage of the share capital for which the
buyback is authorized by the Shareholders’ Meeting: 10% of
the share capital (i.e. 25 610 926 shares at this date).
However, in accordance with the law, the number
of shares purchased with the purpose of being held and subsequently
remitted as payment or exchange in connection with a merger,
split-off or capital contribution may not exceed 5% of its share
capital (i.e. 12 805 463 shares at this date).
As the Company may not own more than 10% of its
share capital and given the number of shares already owned
amounting to 220,000 (i.e. 0.09% of the capital), the maximum
number of shares that may be purchased shall be 25,390,926 (i.e.
9.91% of the capital), unless the Company sells or cancels shares
already owned.
- Maximum purchase price authorized by the Shareholders'
Meeting: €2 per share, it being specified that in the case
of a change in the nominal value of the shares, a capital increase
by incorporation of reserves and share grants for no consideration,
as well as in the case of a stock split or reverse stock split,
redemption or reduction of share capital, distribution of retained
earnings and any other transactions related to equity, this unit
price will be adjusted by a multiplier equal to the ratio of the
number of shares making up the share capital before the transaction
and the number of shares after the transaction.
- Maximum amount of the program authorized by the
Shareholders’ Meeting: €50,000,000
- Objectives of the share buyback authorized by the
Shareholders’ Meeting: the Shareholders’ Meeting
authorized the Board of Directors to proceed with or arrange for
the purchase by the Company of its own shares in accordance with
the AMF General Regulations and articles L.225-209 et seq. of the
French Commercial Code, in order to:
- act on the secondary market, particularly to improve liquidity,
through an independent investment services provider respecting
current market practice admitted by the AMF, under a liquidity
agreement consistent with the Code of Ethics approved by the
AMF;
- cancel shares repurchased as part of a share capital reduction
not motivated by losses;
- deliver shares (for exchange, payment or otherwise) in the
context of external growth transactions, mergers, split-offs or
contributions of assets, payment for services up to a limit of 5%
of its capital as provided for in article L. 225-209, paragraph 6
of the French Commercial Code, with a view to minimizing the cost
of acquisition or, more generally, to improve the terms of a
transaction, in accordance with the terms and conditions defined by
the AMF;
- deliver shares upon the exercise of rights attached to
securities giving access, by any means, immediately or in the
future, to shares of the Company, and perform all hedging
transactions in proportion to the obligations of the Company (or
one of its subsidiaries) related to such securities, under the
terms and conditions defined by the market authorities and when the
Board of Directors, or the person acting by delegation of the Board
of Directors, deems it appropriate;
- ensure the coverage of stock option plans and/or bonus share
plans (or similar plans) in favor of employees and/or corporate
officers of the group as well as all share allocations under a
company or group savings plan (or similar plans), in respect of
profit sharing and/or any other form of allocation of shares to
employees and/or corporate officers of the group;
- allocate shares to employees for their contribution to the
Company's growth and put in place any company savings scheme under
the conditions provided by law, particularly Articles L. 3332-1 et
seq. of the French Labor Code;
- and, more broadly, carry out any other transaction in
compliance with regulations in force or any market practice
approved by the AMF, with the understanding that the Company will
inform its shareholders of any transactions by way of a press
release.
The shares may be bought by any means, on one or
more occasions, on regulated markets or over the counter, under the
conditions authorized by the relevant market authorities and
admissible market practices approved by the AMF. These means
include the use of any financial derivative instrument or the
implementation of option strategies, with the Company taking
measures, however, to avoid materially increasing the volatility of
its stock.
The Company reserves the right to buy back
blocks of shares.
The Company reserves the right to pursue this
share buyback program in the event of a hostile tender or exchange
offer for its securities, in compliance with Article 231-40 of
AMF's General Regulations.
- Duration of the authorization to implement the
program: 18 months from the Shareholders’ Meeting of
September 28, 2018, i.e. up to March 28, 2020.
3) Implementation of the share buyback
program authorized by the Shareholders’
Meeting:
The Company decided to implement the share
buyback program authorized by the Shareholders’ Meeting
designated in the last paragraph, namely to carry out any
transaction in compliance with regulations in force, for a maximum
purchase amount of €1,000,000 in order to carry out the following
objective:
Facilitate the secondary listing of the
Company’s shares on the Nasdaq First North exchange in
Stockholm
The Company has decided to implement the buyback
program in accordance with the last objective authorized by the
Shareholders’ Meeting with a view to their subsequent resale on
Nasdaq First North. A separate mandate was given to Louis Capital
Markets, for the purpose of purchasing Company shares on the market
up to a maximum purchase amount of €1,000,000.
It is stated as required that this objective
shall not allow the Company as such to benefit from the presumption
of legitimacy introduced by European Regulation (EC) no. 596/2014
of April 16, 2014 on market abuse (known as the "MAR Regulation")
in respect of a possible qualification as market manipulation. The
Company has chosen to call upon Louis Capital Markets, acting as an
investment service provider, to ensure that all purchases under the
program are carried out on the market, independently from the
Company.
In application of article 241-4 of the AMF’s
General Regulations, the Company will declare these transactions to
the AMF on a monthly basis.
The Company will publish the date at which the
share buybacks are completed, it being stated that it will not
resell them prior to that date.
This document is published in accordance with
the provisions of the AMF’s General Regulations and is available on
the Company’s website (www.atari-investisseurs.fr).
About Atari
Atari, comprised of Atari SA and its
subsidiaries, is a global interactive entertainment and
multiplatform licensing group. The true innovator of the video
game, founded in 1972, Atari owns and/or manages a portfolio of
more than 200 games and franchises, including globally known brands
such as Asteroids®, Centipede®, Missile Command® and Pong®. From
this important portfolio of intellectual properties, Atari delivers
attractive online games for smartphones, tablets, and other
connected devices. Atari also develops and distributes interactive
entertainment for Microsoft, Sony and Nintendo game consoles. Atari
also leverages its brand and franchises with licensing agreements
through other media, derivative products and publishing. For more
information: www.atari.com and www.atari-investisseurs.fr Atari
shares are listed in France on Euronext Paris
(Compartment C, Code Isin FR0010478248, Ticker ATA) and are
eligible for the Nasdaq International program in the United
States (OTC - Ticker PONGF).
Contacts
Atari - Philippe Mularski,
CFO
Calyptus - Marie Calleux Tel +33 1 83 64 61 57 -
pm@atari-sa.com
Tel + 33 1 53 65 68 68 – atari@calyptus.net
This is information that Atari SA. is obliged to
make public pursuant to the EU Market Abuse Regulation. The
information was submitted for publication, through the agency of
the contact persons set out above, on April 5, 2019 at 21h00.
- CP 2019 04 05 Descriptif Rachat Actions VDEF_EN