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186
OTHER GENERAL INFORMATION
Other legal information
Memorandum and Articles of Association
Corporate purpose (Article 3 of the Articles
of Association)
ANF’s purpose, directly or indirectly, in France or any other
countries is to:
• acquire by means of purchase, exchange, transfer in kind or by
other means, or take a lease or long-term lease on any property
already in existence or not;
• build property or engage in other transactions directly or
indirectly related to the construction of such property;
• fi nance acquisitions and construction transactions;
• exploit, by renting or otherwise, administer and manage all
property on its own account or for the account of third parties;
Tax regime
2.2 Regulatory environment
On April 28, 2006, the Company opted for the SIIC (listed real estate
investment company) regime, with effect from January 1, 2006.
a) Consequences of opting for the SIIC regime
Opting for the SIIC regime led to a partial termination of business,
as the Company ceased to be subject to corporate income tax. This
business termination led in particular to immediate taxation (exit tax)
amounting to €65.2 million (1) payable in four equal instalments on
December 15, 2006, 2007, 2008 and 2009.
(1) Being 16.5% of the difference between the market value and value
for tax purposes of property assets held at the date on which the
Company opted for the SIIC regime (i.e. €395.1 million).
b) SIIC regime
SIICs, and subsidiaries that have opted for the SIIC regime, are
exempt from corporate income tax on that part of their profi ts
arising from:
• the letting of property and sub-letting of leased property or
property, possession of which has been temporarily granted by
the French State, a local authority or one of their public agencies,
on condition that 85% of these profi ts be paid out before the end
of the fi scal year following that in which they were realised;
• gains on the disposal of property, rights relating to a property
fi nance lease contract, investments in companies with the same
purpose as SIICs or shares in subsidiaries that have opted for the
SIIC regime, on condition that 50% of these be paid out before
the end of the second fi scal year following that in which they
were realised;
ANF • 2009 ANNUAL REPORT
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• dispose of all properties or property rights by sale, exchange,
contribution or other means;
• supply all services to any companies or entities of the Group to
which it belongs;
• acquire, manage or dispose, by any means, of all minority or
controlling stakes and, more generally, all securities, listed or
otherwise, and all property and equipment rights, in France or
abroad, in any companies or entities whose activities are in line
with the corporate purpose;
• provide guarantees and endorsements to facilitate the fi nancing
of subsidiaries or companies in which the Company holds an
investment;
• and more generally, all equipment, property, fi nancial, industrial
or commercial transactions directly or indirectly related to one of
these purposes or any similar or related purpose which might
assist its growth or completion.
• dividends received from subsidiaries which have opted for the
SIIC regime, or from another SIIC, of which the Company owns
at least 5% of the share capital and voting rights for at least two
years, on condition that they be paid out in full in the fi scal year
following the one in which they were received.
SIICs are not subject to rules requiring exclusivity of purpose. If
the Company operates other businesses ancillary to its primary
business purpose, such as estate agent or property developer, this
does not cause it to lose the benefi ts of this regime.
c) Ownership of the capital of SIICs
Contents
Since January 1, 2010, one or more shareholders acting together
cannot own, either directly or indirectly, more than 60% of the
Company’s capital or voting rights. This limit may be exceeded
following a certain limited number of transactions (tender offers,
certain restructuring transactions or the conversion or redemption
of bonds into equity), provided the ownership percentage is reduced
to under 60% prior to the deadline for registering the declaration of
the results for the fi scal year.
If this ownership threshold of 60% is not met during a fi scal year,
once over a period of ten years, the SIIC regime would only be
suspended, provided the ownership threshold is once again met by
the end of the same fi scal year in which it was exceeded. During the
suspension period, the Company would be taxed at the corporate
income tax rate under common law for that period (subject to a
specifi c rule on gains on the disposal of property) but would not lose
its status as an SIIC. Following the re-application of the SIIC status,
a 19% tax rate would apply to the unrealised gains on assets in the
sector exempt during the suspension period.
OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS