Ubisoft 2008 Annual Report Download - page 208

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UBISOFTANNUAL REPORT 2009
1/ Equity swap on Gameloft stock
On July 12, 2007, Ubisoft Entertainment SA signed two agreements with Calyon, the investment bank.
The rst agreement dealt with the disposal of all 13,367,923 Gameloft shares held by Ubisoft Entertainment SA (representing
18.73% of Gameloft’s capital) for €6.08 each.
The second related to Ubisoft Entertainment SA’s ability to continue participating in upward or downward movements in the price
of Gameloft stock vis-à-vis the €6.08 per share price set in the rst agreement, until such time as Calyon disposes of the shares
to a third party.
At the end of the period, the remaining 9,178,725 shares generated:
• a shortfall of €40,750 thousand,
• an unrealized loss of €3,717 thousand, booked in nancial depreciation.
2/ Authorisations
In order to nance temporary needs related to increases in working capital during especially busy periods, the company has
a €180 million syndicated loan, €30 million in conrmed credit facilities and €73.5 million in other bank credit facilities as of
March 31, 2009.
3/ Other commitments
Since all the personnel are ofcers, no retirement benets are owed.
Ubisoft Entertainment SA has pledged to provide nancial support to its subsidiaries to meet their cash requirements.
2.3.6.3 Compensation of managers
Ubisoft Entertainment SA paid €812 thousand in compensation to its corporate ofcers during the 2008/09 scal year.
In – only very partial – compensation for their work and the time spent in preparing and actively participating in Board meetings, the General
Shareholders’ Meeting of September 25, 2006 authorized the Company to pay directors’ fees totalling a maximum €250,000 per annum.
The Board of Directors, exercising this authorisation, established a xed portion and a variable portion setting out new requirements.
The members of the Board of Directors received €150 thousand in directors’ fees in respect of the nancial year ended March 31, 2009.
No obligation has been undertaken by the Company in favour of its corporate officers related to their termination or change
in responsibilities.
According to Article L.225-43 of the French Commercial Code, no loans or advances were made to the Company’s directors.
Under the terms of the stock option plan approved by the Board of Directors on June 27, 2008, it was decided to grant Company ofcers
138,000 of the 1,362,500 stock options granted (4.75%). The options may be exercised any time between June 27, 2009 and June 27,
2013 inclusive, at a strike price of €27.66 per share. In accordance with the provisions of the Act of December 30, 2006 establishing new
regulations governing options granted to corporate ofcers, the Board also decided to require all ofcers to retain 5% of their options
until such time as they have given up their positions.
2.3.6.4 Contingent assets and liabilities
Except the risk related to the tax inspection presented in note 23, there were no contingent assets or liabilities as of March 31, 2009.
2.3.6.5 Events after the balance sheet datee
N/A