Ubisoft 2016 Annual Report Download - page 194

Information ontheCompany anditscapital
6Share capital andstock ownership
❙ 6.2.6 VALUE OF CONVERTIBLE
OREXCHANGEABLE SECURITIES
ORSECURITIES COMPRISING
SHAREWARRANTS
Share issuance warrants as part of an equity
line
In view of the expiry of the equity line arranged on March 20, 2012
with Crédit Agricole Corporate and Investment Bank (CA-CIB)
for an initial two-year term, subsequently extended on July 10,
2013 until March 20, 2015 (“Equity Line 2012”), it was decided
on March 27, 2015, using the delegation of authority granted by
the General Meeting of June 27, 2013 under its 18th resolution and
the sub-delegation granted by the Board of Directors on March 19,
2015 to its Chairman and Chief Executive Offi cer, to proceed with
the issue, without preferential subscription rights for shareholders,
of share issuance warrants (“BEA”) exercisable at the Company’s
discretion, subscribed for by CA-CIB – a qualifi ed investor within
the meaning of Article L. 411-2 of the French Monetary and Financial
Code – via a private placement with a view to establishing an equity
line (“Equity Line 2015”).
Use during the fi nancial year ended
March31, 2016
♦ Equity Line 2012: N/A.
♦ Equity Line 2015: N/A.
Type and category of BEA
The BEA issued by the Company are securities granting entitlement
to capital within the meaning of Article L. 228-91 et seq. of the
French Commercial Code. The BEA have not and will not be listed
for trading on a regulated market or otherwise.
Form and method of registration of BEA
BEA are issued exclusively in registered form.
BEA exercise ratio
One (1) BEA entitles the holder to subscribe to one (1) new share at
the subscription price hereinafter defi ned, subject to any adjustments
that may be made in response to fi nancial transactions in particular.
BEA unit price
€0.0001.
Maximum nominal amount of capital
increases from the exercise of BEA
♦
Equity Line 2012: €728,500 or a maximum of 9,400,000
shares can be created.
♦
Equity Line 2015: €835,450 or a maximum of 10,780,000
shares can be created.
Subscription price of one new share
♦
Equity Line 2012: The subscription price of one new share
through the exercise of BEA will be 95% of the weighted average
price of the previous trading days.
♦
Equity Line 2015: The subscription price of one new share
through the exercise of BEA will include a maximum discount,
at the time of issue, of 4.5% on the weighted average price over
the previous three trading days.
BEA exercise period
♦
Equity Line 2012: The duration, which was initially due to
expire on March 20, 2014, has been extended by one additional
year to March 20, 2015.
♦ Equity Line 2015: Two years from March 27, 2015, i.e. until
March 27, 2017, with an additional one-year extension option.
Market information
For each issue of new shares upon exercise of BEA by the Company,
a Euronext notice will be published prior to admission to trading
of these shares and will indicate the number of shares issued and
the subscription price.
❙ 6.2.7 SHARE BUYBACK
6.2.7.1 Authorization in place at the time
ofthis report
LEGAL FRAMEWORK
The Combined General Meeting of September 23, 2015 renewed the
authorization previously granted to the Board of Directors by the
Combined General Meeting of July 1, 2014, allowing the Company
to buy back its own shares in accordance with Article L. 225-209
et seq. of the French Commercial Code (the “Buyback Program”).
The Board of Directors used this authorization at its meeting of
September 23, 2015 and, in addition, reiterated this authorization,
as required, on February 20, 2016, within the context of an employee
stock ownership project involving an international group savings
plan via a leveraged company mutual fund invested in existing
shares, the implementation of which was decided on by the Board
of Directors on April 19, 2016 (the “2016 Plan”).
- Registration Document 2016
192