SUCCESS OF ATARI'S SHARE CAPITAL INCREASE
IN THE AMOUNT OF EUR 12.5 M
Paris - March 30, 2022 - Atari (the "Company"), announces today the success of its share capital increase with preferential subscription rights for all shareholders, launched on March 15, 2022.
The Share Capital Increase will be used to strengthen the Company’s balance sheet with the reimbursement of shareholder loans, to clear working capital with payment of its short-term debts and to gain additional financial flexibility allowing to invest in growth initiatives.
At the close of the subscription period, which ended on March 28, 2022, the final gross amount of the capital increase (including 765,068.57 euros of nominal value and 11,782,055.98 euros of share premium) amounts to 12,547,124.56 euros and results in the issuance of 76,506,857 new shares of the Company (the "New Shares"), at a unit subscription price of 0.1640 euro.
Total demand amounted to 19,7 million euros:
- 54,467,838 New Shares were subscribed on an irreducible basis, representing 71.2 % of the new shares to be issued; and
- demand on a reducible basis amounted to 65,719,365 New Shares and will therefore be partially allocated via the allocation of 22,039,019 New Shares, representing 28.8 % of the New Shares to be issued.
In accordance with its commitment, Irata LLC, the main shareholder of the Company ("Irata") subscribed to the capital increase, in cash and by set-off of receivables, by exercising preferential subscription rights on an irreducible basis for an amount of 2,712,652.8 euros, as well as on a reducible basis for an amount of 2,408,068.6 euros, i.e. for a total amount of 5,120,721.4 euros and a number of 31,223,911 New Shares.
Following the completion of the share capital increase, Irata now holds 21,37% of the share capital of Atari.
The settlement-delivery of the New Shares and their admission to trading on the regulated market of Euronext Paris (Compartment C) will take place on 1st April 2022. The New Shares will carry full rights as of their issuance and will give right, as from their issue, to all distributions decided by the Company as of that date. They will be immediately assimilated to the existing shares of the Company upon issuance and will therefore be traded on the same quotation line as the existing shares of the Company (under ISIN code FR0014008D33). Following the share capital increase, the share capital will amount to 3,825,342.86 euros and will be composed of 382,534,286 shares with a par value of 0.01 euro per share.
Based on the information available to date, the breakdown of Atari's share capital after the completion of the capital increase is detailed in the table below:
| Shareholders | Number of shares | % of capital | ||
| Irata LLC (1) | 81,733,163 | 21.37% | ||
| Treasury shares | 0 | 0% | ||
| Public (2) | 300,801,123 | 78.63% | ||
| Total | 382,534,286 | 100.00% | ||
(1) Irata LLC is a holding company owned by Wade Rosen, Chairman and Chief Executive Officer of the Company as of March 30, 2022.
AVAILABILITY OF THE PROSPECTUS
Copies of the Prospectus are available free of charge at the registered office of the Company.
The Prospectus is also available on the Company's website (www.atari-investisseurs.fr/) and on the AMF's website (http://www.amf-france.org). The information on the Company's website does not form part of the Prospectus and has not been reviewed nor approved by the AMF.
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About Atari
Atari, consisting of Atari SA and its subsidiaries, is a global interactive entertainment and multiplatform licensing company. Founded in 1972, Atari is a true innovator in the video game industry, owning and/or managing a portfolio of more than 200 games and franchises, including such world-renowned brands as Asteroids®, Centipede®, Missile Command® and Pong®. From this extensive portfolio of intellectual properties Atari derives compelling online games for smartphones, tablets and other connected devices. Atari also develops and distributes interactive entertainment products for Microsoft and Sony game consoles. Atari also leverages its brand and franchises through licensing agreements with other media, merchandising and publishing. More information is available at www.atari.com and www.atari-investisseurs.fr. Atari shares are listed in France on Euronext Paris (Compartment C, ISIN Code FR0010478248, ticker ATA) and are eligible for the Nasdaq International program in the United States (OTC Compartment - Ticker PONGF).
Contacts
Atari - Investor Relations
Tel + 33 1 83 64 61 57 - investisseur@atari-sa.com
Calyptus - Marie Calleux
Tel + 33 1 53 65 68 68 - atari@calyptus.net
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IMPORTANT INFORMATION
This press release has been prepared by, and is the sole responsibility of, Atari.
The information in this press release is for informational purposes only and does not purport to be complete and no person should rely in any way on the information contained herein or on its accuracy, precision or completeness. Any purchase of Securities should be made solely on the basis of the information contained in the Prospectus published by Atari.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful absent registration or approval under the securities laws of such state or jurisdiction.
The distribution of this press release may be subject to specific regulations in certain countries. Persons in possession of this document are required to inform themselves of and to observe any such local restrictions.
This announcement constitutes a promotional communication and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). Potential investors are advised to read the Prospectus before making an investment decision in order to fully understand the potential risks and benefits associated with the decision to invest in the Securities. The approval of the Prospectus by the AMF should not be construed as a favorable opinion on the Securities offered or admitted to trading on a regulated market.
With respect to the Member States of the European Economic Area (other than France) (each a "Relevant State"), no action has been or will be taken to permit an offer to the public of the Securities that would require the publication of a prospectus in any of the Relevant States. Accordingly, the Securities cannot and will not be offered in any of the Relevant States, except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation or in other cases not requiring the publication by Atari of a prospectus under Article 3 of the Prospectus Regulation and/or the regulations applicable in such Relevant States.
This announcement is not being made by, and has not been approved by, an authorised person within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. Accordingly, this announcement is directed only at and for persons in the United Kingdom (i) who 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) who are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc.) of the Order or (iii) who are individuals falling within Article 49(2)(c) of the Order.) of the Ordinance or (iii) to any other person to whom this announcement may be addressed in accordance with the law (the persons referred to in paragraphs (i), (ii) and (iii) together being referred to as "Relevant Persons"). Any investment or investment activity in connection with this press release is reserved for Qualified Persons and may be made only by such persons. Persons other than Authorized Persons should not use or rely on this press release and the information contained herein. With respect to the United Kingdom, securities may not be offered or sold without the publication of a prospectus in the United Kingdom or an exemption from such publication under the Prospectus Regulations, which form part of United Kingdom domestic law under the European Union (Withdrawal) Act 2018 (the "United Kingdom Prospectus Regulations"). Accordingly, this document is directed only at persons who are "accredited investors" within the meaning of Section 2(e), of the UK Prospectus Regulations. This announcement does not constitute a prospectus approved by the Financial Conduct Authority or any other UK regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
This press release does not constitute an offer or solicitation to buy, sell or subscribe for any Securities in the United States. The securities mentioned in this press release have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or federal securities laws and may not be offered or sold in the United States absent registration under the Securities Act except pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. Atari does not intend to register the offering in whole or in part in the United States or to conduct a public offering in the United States.
The Securities may not be offered, purchased or sold in the United States, Canada, Australia or Japan.
This press release may not be published, transmitted, broadcast or distributed, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan.
Atari and its affiliates expressly disclaim any obligation or undertaking to update or alter any forward-looking statements contained in this release, whether as a result of new information, future developments or otherwise.
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