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Infogrames Entertainment

Infogrames Entertainment. Exchange Offer OCEANEs 2004 et 2005 October 28, 2003.

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Infogrames Entertainment

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  1. Infogrames Entertainment Exchange Offer OCEANEs 2004 et 2005 October 28, 2003

  2. Ce document ne doit pas être publié, distribué ou diffusé aux Etats-Unis d’Amérique. Ce document ne constitue pas une extension aux Etats-Unis de l’offre publique d’échange mentionnée dans le présent document et ne constitue pas une offre de vente de valeurs mobilières aux Etats-Unis ou une sollicitation d’un ordre d’achat de valeurs mobilières aux Etats-Unis. This document is for distribution in the United Kingdom only to persons who (i) have professional experience in matters relating to investments and/or (ii) are persons falling within Article 49(2)(a) to (d) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. There will be no offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended by The Financial Services and Markets Act 2000." Disclaimer

  3. 1- operational restructuring 2- return to profitability 3- cash generation The achievement of these 3 objectives was a prerequisite to qddressing the debt issue in the most favourable conditions In September 2002, the Group set up 3 goals

  4. Dec 2001 : buy back of CB 2005 for cash€101 M Dec 2002 to Jan 2003 : buy back of CB 2005 € 88 M Current transaction : commitment to tender €108 M Exchange Offer ++ Not including the public offering of shares in the Atari Inc (Sept 2003) for $131 M 3 major steps in refinancing the CB 2004 & CB 2005

  5. Evolution of CBs 2004 & 2005 €101 M Buy Back €88 M Buy Back 538.1 437.2 434.1 Commitment to Tender €108 M 345.8 342.4 233.9 412.3 311.4 309.1 221.5 148.1 218.1 125.8 125.8 125.0 124.3 124.3 86.3

  6. Offer Irrevocable commitment to tender from certain bondholders holding €108 M of convertible debt. (*) : share price : €4.60 per share (**) : with warrants attached (together qn OCABSA)

  7. Certain bondholders have already agreed to the proposed terms and conditions of the Offer and have irrevocably committed to tender their bonds to the Offer Commitments represent €108 M of convertible debt : 30.6% of CB 2004 or €38 M of convertible debt and 32.1% of CB 2005 or €70 M of convertible debt Offer is not conditional upon any minimum acceptance rate Commitment to tender

  8. Offer (*) €108 M commitment to tender only

  9. Offer subject to : Stock Exchange Authorities approval (COB, CMF,…) IESA’s shareholders approval Necessary Approvals

  10. Filing with CMF and COB : October 28, 2003 CMF clearance on terms and conditions: November 5, 2003 « Avis de recevabilité » published by the CMF COB visa Offer period: from November 7 to 27, 2003 (15 trading days Offer results: December 8, 2003 IESA’s EGM approval : December 17, 2003 (at the latest) Settlement : December 22, 2003 Indicative timetable

  11. This offer will significantly improve IESA’s balance sheet by (100% take-up rate) : - reducing the convertible debt by €128 M (*) - lengthening the debt maturity profile (from 1.5 to 4 years) - immediately increasing the shareholders equity by : €54.8 M (**) (11.9 million new shares) - further potential strengthening of shareholders equity through the potential conversion of the new CB 2009 (€214.2 M) and the exercise of attached warrants (€36.7 M) (*) excluding CB 2009 redemption premium (**) based on €4.60 price per share Impact for the Group

  12. Impact for the Group Impact on shareholder’s equity (in €M) (*) issue price of new shares €4.60, closing price on October 24, 2003. Net debt reduction (in €M)

  13. The Offer values : - Each CB 2004 at approximately €90.95 (based on a €4.60 closing price per share as of October 24, 2003) - Each CB 2005 at approximately €39.88 (based on a €4.60 closing price per share as of October 24, 2003) The table below indicates a summary of Offer premium for each CB Offer value for bondholders • Average trading price as indicated by brokers disclosing daily prices over the • respective periods shown (Crédit Lyonnais, Deutsche Bank, Citigroup)

  14. Potential dilution Immediate dilution (*) percentage of enlarged share capital post-issue (based on 111.7 million shares outstanding as of September 30, 2003). Potential dilution through conversion (CB 2009 and warrants) (**) percentage of enlarged share capital post-issue (based on 111.7 million shares outstanding as of September 30, 2003) and including immediate dilution effect of new shares issued.

  15. Appendices

  16. Maximum number of bonds to be tendered 1 323 005 CB 2004 (excluding CB held by the Group) 4 730 123 CB 2005 (excluding CB held by the Group) For each CB 2004 : €30 in cash 5.25 IESA ordinary shares to be issued 5.25 CB 2009 to be issued Each CB with a warrant attached For each CB 2005 1.05 IESA ordinary shares to be issued 5 CB 2009 to be issued Each CB with a warrant attached CB 2009 and the attached warrants are together defined as « OCABSA » 1. Detailed Offer terms

  17. 2.Terms and conditions of CB 2009

  18. 3. Terms and conditions of the warrants

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