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Atari announces secondary listing on Nasdaq First North in Stockholm

  • Listing to broaden investor base in the Nordics
  • No issuance of new shares – Buyback of existing shares to facilitate the listing of depositary receipts in Stockholm
  • First day of trading expected on April 25, 2019

Paris, April 5, 2019 – Atari SA (“Atari” or the “Company”) announces that it has received the conditional approval for a secondary listing of the Company’s shares on Nasdaq First North Stockholm, the market for growth companies in the Nordic region. The approval is subject to completion of customary conditions, mainly that the free float requirements are met by the first day of trading. The objective of this listing is to broaden Atari’s shareholder base in a region, which is home to a large pool of investors familiar with the video game sector and to a number of successful listed video game companies. As part of the listing, Atari will also benefit from increased analyst coverage of the stock and will participate in investor conferences and roadshows in the region to raise awareness of the Atari investment story.

This transaction is the listing on the Nasdaq First North Stockholm of existing shares of Atari SA, through a depositary receipt program. There will be no new shares issued by Atari; instead, Atari will repurchase existing shares on the French market and list depositary receipts in Stockholm. Delivery of the shares to the depositary is guaranteed by a stock loan agreement concluded between Ker Ventures and the Company.

Frédéric Chesnais, Chairman and Chief Executive Officer and main shareholder of the Atari Group, commented: “The Nordic region has a vibrant ecosystem of thriving video game companies, which makes Nasdaq First North a good choice for another listing of Atari’s shares. Atari is an iconic brand in the video game industry, and we look forward to raising our profile and broadening our investor base in the region.

Atari has retained Redeye AB to act as Certified Adviser and Cirio Advokatbyrå AB as Swedish legal advisors in connection with the intended listing.

The Company’s Swedish depositary receipts are expected to start trading on Nasdaq First North Stockholm on April 25, 2019. In connection with the listing, Atari is launching a retail offering of Swedish Depositary Receipts in an amount of up to SEK 10 million (c. €1 million) through Nordnet AB in Sweden, Norway, Denmark and Finland. The subscription period will run from April 8 – April 21 and the terms and conditions of the retail offering will be available on Nordnet’s website (www.nordnet.se). A Company Description in accordance with Nasdaq First North regulations has been approved by Nasdaq Stockholm AB and will be published on the Company’s investor relations website (www.atari-investisseurs.fr). 

In order to guarantee the delivery of the Swedish Depositary Receipts prior to the first day of trading, Ker Ventures, the holding company of Frédéric Chesnais, has concluded an interest-free stock loan agreement with the Company covering the maximum number of shares required. Furthermore, in order to facilitate the transaction, Atari’s Board of Directors has approved a share buyback program under the authorization granted by the Combined General Meeting of September 28, 2018. The maximum purchase amount under the program is €1,000,000. The Company has chosen to use an independent service provider for this buyback. A full description of the share buyback program will be published separately in accordance with the provisions of article 241-2 of the AMF’s General Regulation.

Important Information

The information in this announcement is not and does not form a part of any offer for selling, or a request to submit an offer to buy or acquire, shares or other securities of the Company.

This press release are not being made and may not be distributed or sent into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, South Africa or any other jurisdiction in which such distribution would be unlawful or would require prospectuses, registration or other measures. Failure to comply with this instruction may result in a violation of applicable securities laws.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws or securities legislation in any other other state or other jurisdiction in the United States and accordingly may not be offered or sold in the United States or to the account or benefit of a U.S. person or a person in the U.S. other than pursuant to an exemption from the registration requirements of the Securities Act and in accordance with securities laws in relevant state or other jurisdiction in the United States. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Any offering of securities will be made pursuant to applicable exemptions in the Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella instrument) and the Directive 2003/71/EC (this Directive, together with all amendments thereto and applicable implementing measures in the relevant home Member State under this Directive, is referred to as the “Prospectus Directive”). Any such offering will be made by way of private placement and by means of the  Company Description to be prepared by Atari. The Company Description will not constitute a prospectus for the purpose of the Prospectus Directive. No prospectus has been or will be prepared by Atari in relation to the offering pursuant to the Prospectus Directive and approved by the Financial Supervisory Authority of Sweden (Sw. Finansinspektionen).

Within such Member States of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken as of this date to make an offer to the public of securities requiring a publication of a prospectus in any Relevant Member State. As a result hereof, the securities may only be offered in Relevant Member States to a qualified investor (as defined in the Prospectus Directive or under applicable law) or pursuant to another applicable exemption in the Prospectus Directive. For the purposes hereof, the expression an “offer to the public of securities” in any Relevant Member State means the communication, in any form, of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in a Relevant Member State due to the implementation of the Prospectus Directive in that Member State.

Matters discussed in this announcement may constitute forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, "continue", “should” and similar expressions. This applies in particular to statements relating to future results, financial position, cash flow, plans and expectations of the Company’s operations and management, future growth and profitability, general economic and regulatory environment and other factors affecting the Company, many of which are based on further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or applicable law (including but not limited to accounting principles, accounting methods and tax policies), which may or may not be of importance to the Company results or its ability to operate. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict, and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.

Potential investors should therefore not attach undue confidence to the forward-looking information herein, and potential investors are urged to read the parts of the Company Description that include a more detailed description of factors that may affect the Company’s operations and the market in which the Company operates.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and could be subject to change without notice.

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 8:00am.

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