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76 INFORMATION ABOUT ANF Risk management, risk factors and insurance The value of a property portfolio is highly dependent on the property market and several other factors including the overall economy, interest rates, the climate for property leases, etc., all of which play a role in the appraisers’ valuation. ANF provides the appraisers with extensive information on leases and the rental situation of the assets in its portfolio. Given the exhaustive nature of this information, ANF expects any anomalies to be discovered quickly, and that any anomalies will have a minimal effect on the overall value of the portfolio. Moreover, based on the portfolio value determined by the independent appraisers, ANF may need to recognise an impairment provision in accordance with the appropriate accounting standards, if this proves to be necessary. A drop in the value of ANF’s property assets would also impact the LTV ratio used as a reference for certain banking covenants (see Section 5.3 “Financing contracts”, pages 175-176, Part VI of the Registration Document) and could impact on the Company’s results (see the sensitivity analysis set out in Note 1 on page 114 of the annex to ANF’s consolidated fi nancial statements). As of December 31, 2009, ANF’s LTV ratio stood at 28%, and the covenants included in the loan agreements signed by ANF are based on an LTV ratio of up to 50%. As such, ANF considers that a sharp drop in the value of its property assets could represent a risk of non-compliance for the ratio of the aforementioned covenants. Moreover, the determined value of an asset may not be exactly equal to the sale price realised by ANF in a transaction, notably in a sluggish market. Risks related to ANF’s growth strategy ANF’s growth strategy involves making selective property purchases. However, ANF cannot guarantee that suitable purchasing opportunities will arise, or that any purchases it does make will be completed in the initial timeframe or generate the expected return. Property purchases carry risks related to: (i) conditions in the property market; (ii) a large number of investors being in the property market; (iii) the potential return on a rental investment; and (iv) problems with the property that may be discovered after it has been purchased, such as toxic substances, other environmental hazards or regulatory diffi culties. ANF may need to employ considerable fi nancial resources to purchase some of its property. This could involve assuming additional debt or issuing equity securities, both of which would impact ANF’s fi nancial situation and earnings. Risks related to the ownership of property acquisition entities The Company’s property investment operations involve buying and selling property, either directly or through the buying and selling of shares or holdings in other entities that own property. The partners in some of these entities could be liable to third parties for all the entity’s debt that originated before they sold their shares (for general partnerships) or that became due before the sale of the entity (for ANF • 2009 ANNUAL REPORT � civil law partnerships). Actions taken by creditors to collect any debt that originated before the sale transaction could have a negative impact on the Company’s fi nancial position. Risks related to health and safety hazards (asbestos, Legionella, lead, classifi ed facilities, etc.), fl ooding and building collapse ANF’s property assets could be exposed to health and safety hazards such as those related to asbestos, Legionella, termites or lead. Risks related to asbestos The manufacture, import and sale of products containing asbestos are prohibited under Decree 96-1133 of December 24, 1996. ANF is required to examine properties for asbestos and, where appropriate, remove it (see “Regulations applying to ownership of the Company’s property assets” under Section 2.2 on page 163, Part IV of this Registration Document). Risks related to classifi ed facilities Certain facilities may be subject to regulations governing “classifi ed facilities for the protection of the environment” (see “Regulations applying to ownership of the Company’s property assets” under Section 5.2 on page 61, Part II of this Registration Document). These facilities may create risks, cause pollution or be harmful to public health and safety. As of the date this Registration Document was fi led, ANF did not have any classifi ed facilities and is therefore not exposed to the related risks. Risks related to water treatment See “Regulations applying to ownership of the Company’s property assets” under Section 5.2 on page 61, Part II of this Registration Document). ANF, as the owner of buildings, facilities and land, could be formally accused of failure to adequately monitor and maintain its property against these hazards. Any proceedings alleging ANF’s potential liability could have a negative impact on its operations, outlook and reputation. ANF closely follows all applicable regulations in this area in order to minimise this risk, and has a preventative approach in carrying out property inspections and doing any work needed to comply with regulations. Natural and technological risks Contents ANF’s property assets may also be exposed to natural risks (such as fl oods and/or building collapse) and/or technological risks. Any such event may require the full or partial closure of the premises concerned. This could make ANF’s assets less attractive, and have a negative impact on its operations and earnings. OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS
Since June 1, 2006, lessors are required, at the time a lease is signed, to provide their lessees with information relating to the existence of certain environmental risks (Article L. 125-5 and Articles R. 125-23 to R. 125-27 of the Environment Code. A statement of natural 3.2 Market risks Interest rate risks Equity investment risks As of December 31, 2009, the Company owned 137,835 ANF shares (including the ANF shares in the liquidity contract), holdings in mutual funds and commercial paper worth an overall total of €16 million. As a result, ANF does not feel it faces any signifi cant risks related to equity investments. INFORMATION ABOUT ANF Risk management, risk factors and insurance and technological risks must therefore be attached to the lease. If the statement of risks is not provided, the lessee may request the termination of the lease or seek a reduction in rent from the judge. ANF’s debts and liabilities totalled €452 million as of December 31, 2009, according to the fi nancial statements for the fi scal year that ended on this date. ANF has a policy of hedging interest rates over the lifetime of its loans. For this purpose, ANF has entered into 25 interest rate hedging agreements, the purpose of which is to exchange a Euribor 3-month variable rate for a fi xed rate (see Note 20 “Interest rate risks” on page 125 of the annex to the consolidated fi nancial statements). The table below shows the net exposure to interest rate risk, before and after hedging: (€ thousands) 12/31/2009 Fixed rate Financial assets* (a) Variable rate Financial liabilities* (b) Fixed rate Variable rate Net exposure before hedging (c) = (a) – (b) Fixed rate Variable rate Foreign exchange risk Interest rate hedging instruments (d) Fixed rate Variable rate Net exposure after hedging (e) = (c) + (d) Fixed rate Variable rate < 1 year - 30,130 566 1,540 (566) 28,590 - - (566) 28,590 1 to 2 years - - 2,832 429,575 (2,832) (429,575) - 422,579 (2,832) (6,996) > 5 years - - 7,489 10,448 (7,489) (10,448) - 11,000 (7,489) 552 TOTAL - 30,130 10,887 441,563 (10,887) (411,433) - 433,579 (10,887) 22,146 * Financial assets consist of the cash and cash equivalents reported on the consolidated balance sheet; financial liabilities are financial payables reported under liabilities on the consolidated balance sheet. The table below shows the sensitivity to interest rate risk of fi nancial assets and liabilities: Fiscal year 2009 Impact on income Impact on shareholders’ equity (€ thousands) before tax before tax Impact of a change of +1% in interest rates - 18,091 Impact of a change of -1% in interest rates - (19,482) ANF is exposed to the risk of changes in interest rates for its future borrowings. � Contents As of the date of fi ling this Registration Document, ANF generates all its revenue in the euro zone and pays all its expenses (including investment costs) in euros. As a result, the Company is not exposed to any foreign exchange risks. ANF • 2009 ANNUAL REPORT 77 OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL 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
Page 27 and 28: 13. Key Figures SIMPLIFIED INCOME S
Page 29 and 30: 1. INCOME FROM OPERATIONS 28 1.1 Fa
Page 31 and 32: The ILC index applies to leases sig
Page 33 and 34: sales of €29.7 million and partia
Page 35 and 36: • property held for sale worth
Page 37 and 38: Income statement Net income in 2009
Page 39 and 40: 1.4 Financial structure Consolidate
Page 41 and 42: 1.5 Events occurring after the bala
Page 43 and 44: Name and age Bruno Keller Age: 55 C
Page 45 and 46: Members of the Supervisory Board 1.
Page 47 and 48: Name and age Delphine Abellard (1)
Page 49 and 50: Name and age Sébastien Bazin* Age:
Page 51 and 52: Name and age Jean-Luc Bret Age: 63
Page 53 and 54: Name and age Alain Lemaire* Age: 60
Page 55 and 56: Name and age Henri Saint Olive Age:
Page 57 and 58: INFORMATION ABOUT ANF 2.2 Declarati
Page 59 and 60: Members of the Executive Board and
Page 61 and 62: Ghislaine Seguin, Member of the Exe
Page 63 and 64: Members of the Executive Board and
Page 65 and 66: INFORMATION ABOUT ANF Corporate gov
Page 67 and 68: TABLE 5: STOCK OPTIONS EXERCISED BY
Page 69 and 70: Stock options are granted during th
Page 71 and 72: down into €21,783,916.96 charged
Page 73 and 74: Accordingly, the new purchase price
Page 75 and 76: 3 Risk management, risk factors and
Page 77: Risks related to information system
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
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As of December 31, 2009, fi ve buil
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A review of the rental base for fi
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d) Stock option plan granted in 200
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Earnings per share (IAS 33) Basic e
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CONSOLIDATED FINANCIAL STATEMENTS N
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Note 2 Receivables maturity schedul
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ANF’s former Chief Operating Offi
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Note 10 Covenants With respect to l
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Note 14 Associates CONSOLIDATED FIN
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Note 16 Earnings per share CONSOLID
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Note 20 Interest rate risk exposure
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III - Specifi c checks and disclosu
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ANNUAL FINANCIAL STATEMENTS Pursuan
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Balance sheet at December 31, 2009
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Notes to the financial statements D
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espect of which depreciation period
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The real estate assets break down b
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Non-current fi nancial assets (€
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Note 8 Change in shareholder’s eq
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Note 10 Debt maturity schedule (€
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Note 14 Covenants With respect to l
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Note 16 Headcount As of December 31
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Stock option plan granted in 2007 D
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Stock option plan granted in 2009 D
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Note 22 Extraordinary items ANNUAL
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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
Page 189 and 190:
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
Page 195 and 196:
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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