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130 CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated fi nancial statements Any changes in the fair value of the ineffective portion of the hedge are recognised in income. The ANF Group uses cash fl ow hedge-type fi nancial derivatives (swaps) to hedge its exposure to market risk stemming from interest rate fl uctuations. Discounting of deferred payments The Group’s long-term payables and receivables are discounted where the impact is material: • payables relating to the payment over four years of the tax due on the switch to the SIIC regime are discounted; • security deposits received are not discounted, since the discounting effect is not material and there is no reliable discounting schedule; • long-term liability provisions under IAS 37 are discounted over the estimated length of the disputes to which they relate. Current and deferred tax (IAS 12) (a) SIIC tax regime Opting for the SIIC tax regime results in an exit tax at a reduced rate of 16.5% being immediately due on unrealised gains on properties and interests in entities not subject to income tax, in return for an exemption from income tax. (b) Common law and the deferred tax regime Deferred tax is recognised where there are temporary differences between the carrying amounts of assets and liabilities in the balance sheet and their tax bases, where these give rise to taxable sums in the future. A deferred tax asset is recognised where tax losses may be carried forward on the assumption that the relevant entity is likely in the future to generate taxable profi ts, against which these tax losses may be charged. Deferred tax assets and liabilities are measured using the liability method at the tax rate assumed to apply in the period in which the asset will be realised or the liability settled, on the basis of the tax rate and tax regulations that have been or will be adopted prior to the balance sheet date. Measurement of deferred tax assets and liabilities must refl ect the tax consequences that would result from the manner in which the Company expects to recover or settle the carrying amount of its assets and liabilities at the balance sheet date. Current and deferred tax is recognised as tax income or expenses in the income statement, except for deferred tax that is recognised or settled upon the acquisition or disposal of a subsidiary or interest, unrealised gains and losses on assets held for sale. In these cases, the corresponding deferred tax is charged to equity. All property held by ANF was included in the scope of the SIIC regime. The bulk of ANF’s rental business is thus exempt from income tax and no deferred tax is recognised in this regard. ANF • 2009 ANNUAL REPORT Leases (IAS 17) Under IAS 17, a lease is an agreement under which the lessor transfers to the lessee the right to use an asset for a fi xed period in return for a payment or series of payments. IAS 17 distinguishes between two kinds of leases: • a fi nance lease is a lease that effectively transfers to the lessee virtually all the risks and benefi ts inherent in ownership of an asset. Transfer of title may or may not occur at the end. For the lessee, the assets are recognised as non-current assets offset by a debt. The asset is recognised at the fair value of the leased asset at the lease start date or, if lower, at the present value of minimum payments; • an operating lease is any lease other than a fi nance lease. a) Treatment of stage payments and rent-free periods Rental income from operating leases is recognised on a straight line basis over the term of the lease. Stage payments and rentfree periods granted are recognised by staggering, reducing or increasing rental income for the period. The reference period used is the initial minimum period of the lease. b) Front-end fees � Contents Front-end fees received by the lessor are deemed to be additional rent. The front-end fee forms part of the net sum transferred from the lessee to lessor under the lease. In this regard, the accounting periods during which this net amount is recognised should not be affected by the form of the agreement and payment schedules. These fees are staggered over the initial minimum period of the lease. c) Cancellation fees and eviction compensation Cancellation fees are received from tenants where they cancel the lease before its contractual term. Such fees relate to the old lease and are recognised as income in the period recorded. Where the lessor cancels a lease in progress, it pays eviction compensation to the sitting tenant. • replacement of a tenant: if payment of eviction compensation makes it possible to alter the level of the asset’s performance (a rent increase and hence an increase in the value of the asset), under the revised IAS 16, this expense may be capitalised in the cost of the asset subject to this increase in value being confi rmed by appraisers. Should this not be the case it is expensed; • renovation of a property requiring the departure of sitting tenants: if eviction compensation is paid as part of major renovation or reconstruction of a property, for which the prior departure of the tenants is required, the cost is deemed a preliminary expense to be included as an additional component following the renovation work. OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS
A review of the rental base for fi scal years 2008 and 2009 has not resulted in the identifi cation of any stage payments, rent-free periods, front-end fees or cancellation fees, restatement of which under the principles described above would have a material impact on the fi nancial statements. As a result, no restatement has been recognised under IAS 17 in the 2008 and 2009 fi nancial statements. Employee benefi ts (IAS 19) For defi ned contribution schemes, Group payments are expensed in the period to which they relate. For defi ned benefi t schemes involving post-employment benefi ts, the cost of the benefi ts is estimated using the projected unit credit method. Under this method, rights to benefi ts are allocated to periods of service on the basis of the scheme rights vesting formula, allowing for a linearisation effect where the pace at which rights vest is not uniform over subsequent periods of service. The amounts of future payments in respect of employee benefi ts are measured on the basis of assumptions regarding salary increases, retirement age and mortality rates, and then discounted to their present value using the interest rate on long-term bonds from top quality issuers. Actuarial differences for the period are directly recognised in consolidated equity. The ANF Group has established a defi ned benefi t scheme. The amount expensed in fi scal year 2009 was €186,000. Share-based payment (IFRS 2) IFRS 2 requires that the income statement refl ect the effects of all transactions involving share-based payments. All payments in shares or linked to shares must accordingly be expensed when the goods or services provided in return for these payments are consumed. There was no transaction involving share-based payment during the period. a) Bonus shares The Executive Board, upon the proposal of the Supervisory Board and acting by virtue of resolution 9 of the Ordinary and Extraordinary Shareholders’ Meeting of May 12, 2006, decided on July 24, 2006 CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated fi nancial statements to allot bonus shares to members of the Executive Board as well as qualifying staff members, as defi ned by the resolution. The bonus share plan calls in particular for a vesting period of three years from the date of the decision of the Executive Board of July 24, 2006, at the end of which the shares only fully vest if the recipient is still an employee or offi cer of ANF (or its subsidiaries), except in the case of death, retirement or disability. The vesting period is followed by a two-year retention period from the end of the vesting period, during which the recipient may not dispose of the shares received. A total of 52,584 bonus shares, with a value of €38.26 each (share price on July 24, 2006) and representing a little less than 0.32% of the Company’s capital, were initially granted to twelve recipients, all of whom subscribed for warrants. In order to factor in the distribution of reserves that took place pursuant to resolution 2 of the Ordinary and Extraordinary Shareholders’ Meeting of May 28, 2009, at its July 27, 2009 meeting the Executive Board adjusted the number of bonus shares allotted to raise the number to 59,264. At the same meeting, the Executive Board noted that the three-year vesting period had expired on July 24, 2009 and that 59,264 new shares would be issued to the benefi ciaries. These new shares were issued at a unit price of €1, with the amount of the capital increase being deducted from the reserves. b) Warrants � Contents At its July 24, 2006 meeting, the Executive Board, pursuant to the powers granted to it in resolution 8 of the Ordinary and Extraordinary Shareholders’ Meeting of May 12, 2006, acting on the basis of the prior authorisation granted to it by the Supervisory Board at its June 22, 2006 meeting, decided to issue warrants at a unit price of €3.50 to members of the Executive Board as well as qualifying staff members, as defi ned by the resolution. At the close of the subscription period, which ran from July 26 to August 10, 2006, 262,886 warrants had been subscribed for by 12 benefi ciaries, for a total of €920,101. In order to factor in the distribution of reserves that took place pursuant to resolution 2 of the Ordinary and Extraordinary Shareholders’ Meeting of May 28, 2009, at its July 27, 2009 meeting the Executive Board adjusted the exercise ratio of the warrants. ANF • 2009 ANNUAL REPORT 131 OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS
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egistration document 2009
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2009 Annual Report � The Registra
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DESCRIPTION OF THE BUSINESS 1. PROF
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of listed real estate companies hav
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Furthermore, as part of its asset r
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DESCRIPTION OF THE BUSINESS Propert
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7. Lyons at the heart of the old ci
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ANF’s goal is to maintain the hig
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ANF had the following real estate a
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To return the buildings to their fo
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9.3 Committed and secured developme
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DESCRIPTION OF THE BUSINESS (€ th
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A new ANF tenant in the cities of L
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13. Key Figures SIMPLIFIED INCOME S
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1. INCOME FROM OPERATIONS 28 1.1 Fa
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The ILC index applies to leases sig
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sales of €29.7 million and partia
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• property held for sale worth
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Income statement Net income in 2009
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1.4 Financial structure Consolidate
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1.5 Events occurring after the bala
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Name and age Bruno Keller Age: 55 C
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Members of the Supervisory Board 1.
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Name and age Delphine Abellard (1)
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Name and age Sébastien Bazin* Age:
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Name and age Jean-Luc Bret Age: 63
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Name and age Alain Lemaire* Age: 60
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Name and age Henri Saint Olive Age:
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INFORMATION ABOUT ANF 2.2 Declarati
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Members of the Executive Board and
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Ghislaine Seguin, Member of the Exe
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Members of the Executive Board and
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INFORMATION ABOUT ANF Corporate gov
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TABLE 5: STOCK OPTIONS EXERCISED BY
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Stock options are granted during th
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down into €21,783,916.96 charged
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Accordingly, the new purchase price
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3 Risk management, risk factors and
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Risks related to information system
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Since June 1, 2006, lessors are req
Page 81 and 82: 3.5 Risks related to B&B Hotels Gro
Page 83 and 84: 2007 INFORMATION ABOUT ANF Voting r
Page 85 and 86: Pursuant to the regulations in effe
Page 87 and 88: 5. Sustainable development 5.1 Huma
Page 89 and 90: INFORMATION ABOUT ANF Reports and i
Page 91 and 92: otherwise exercisable, immediately
Page 93 and 94: The maximum purchase price per shar
Page 95 and 96: 4. resolves that this delegation of
Page 97 and 98: e retroactive, from which the new s
Page 99 and 100: up to the limits set out by applica
Page 101 and 102: The extraordinary resolutions propo
Page 105 and 106: website (www.medef.fr) (“Code de
Page 107 and 108: The Statutory Auditors were duly in
Page 109 and 110: • liabilities or similar instrume
Page 111 and 112: analysis of turnover by supplier, e
Page 113 and 114: Within ANF, a profi t-sharing agree
Page 121 and 122: CONSOLIDATED FINANCIAL STATEMENTS I
Page 123 and 124: CONSOLIDATED BALANCE SHEET - TOTAL
Page 125 and 126: STATEMENT OF CHANGES IN SHAREHOLDER
Page 127 and 128: Detailled contents HIGHLIGHTS OF TH
Page 129 and 130: using the fair value convention. In
Page 131: As of December 31, 2009, fi ve buil
Page 135 and 136: d) Stock option plan granted in 200
Page 137 and 138: Earnings per share (IAS 33) Basic e
Page 139 and 140: CONSOLIDATED FINANCIAL STATEMENTS N
Page 141 and 142: Note 2 Receivables maturity schedul
Page 143 and 144: ANF’s former Chief Operating Offi
Page 145 and 146: Note 10 Covenants With respect to l
Page 147 and 148: Note 14 Associates CONSOLIDATED FIN
Page 149 and 150: Note 16 Earnings per share CONSOLID
Page 151 and 152: Note 20 Interest rate risk exposure
Page 153 and 154: III - Specifi c checks and disclosu
Page 155 and 156: ANNUAL FINANCIAL STATEMENTS Pursuan
Page 157 and 158: Balance sheet at December 31, 2009
Page 159 and 160: Notes to the financial statements D
Page 161 and 162: espect of which depreciation period
Page 163 and 164: The real estate assets break down b
Page 165 and 166: Non-current fi nancial assets (€
Page 167 and 168: Note 8 Change in shareholder’s eq
Page 169 and 170: Note 10 Debt maturity schedule (€
Page 171 and 172: Note 14 Covenants With respect to l
Page 173 and 174: Note 16 Headcount As of December 31
Page 175 and 176: Stock option plan granted in 2007 D
Page 177 and 178: Stock option plan granted in 2009 D
Page 179 and 180: Note 22 Extraordinary items ANNUAL
Page 181 and 182: III - Specifi c checks and disclosu
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PRO FORMA FINANCIAL INFORMATION �
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OTHER GENERAL INFORMATION 1. PERSON
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Statutory Auditors’ fees TABLE OF
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If the ownership threshold is not m
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OTHER GENERAL INFORMATION Other inf
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3.2 Share capital Number of shares
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violation of these Articles of Asso
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to a specifi c situation, or conver
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or vote on the project in question
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OTHER GENERAL INFORMATION Other inf
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5.6 History Important events in the
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In accordance with RICS rules, we w
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• Three assets are under fi nance
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OTHER GENERAL INFORMATION Contacts
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OTHER GENERAL INFORMATION Contacts
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OTHER GENERAL INFORMATION Concordan
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OTHER GENERAL INFORMATION Concordan
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OTHER GENERAL INFORMATION � Conte
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Head office : 32, rue de Monceau -
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