SECTION 1 -

indirectly) from a loan extended by Accor until all amounts due to Accor have been refinanced as
provided for in section 6.2.2 of this prospectus.
In order to simplify the organizational structure of the Group, ASH is expected to be dissolved
into the Company following the completion of the Transaction, within the framework of a winding‐up
without liquidation pursuant to article 1844‐5 of the French Civil Code.
6.2.2 Restructuring of the intra‐group financings
It is expected that prior to the Completion Date, all of the existing intra‐group financings
(borrowings, loans as well as any ancillary hedging transactions, other than debit or credit current
accounts, the dividends payable and any accrued interest relating thereto) between Accor and the
entities that are expected to remain within the scope of the Accor group of entities (collectively the
“Accor Group Entities”) on the one hand, and the entities whose shares will be in whole or in part,
directly or indirectly transferred to New Services Holding pursuant to the Transaction (collectively the
“Services Entities”) on the other hand, will be restructured in order to maintain a single global
financing arrangement between the Accor Group Entities and the Services Entities by way of a current
account between Accor and the Company (the Company is expected to become the central entity for
all of the loans and advances granted to or by the Services Entities, replacing the Accor Group Entities
as the lender or borrower for such Services Entities). The Company intends to enter into (and has
already entered into, in some cases) cash management, hedging, placement and financing
transactions (both as a lender and/or borrower) prior to the Completion Date.
The current account granted to the Company by Accor will be reimbursed prior to the
completion of the contribution through a draw on the financing facilities that will be made available
to the Company and described in section 2.6.6.2 of this prospectus.
6.3 The Transaction
6.3.1 Economic aspects of the Transaction
6.3.1.1 Existing relationship between the companies
(a) Capital links
As of the date of this prospectus, Accor holds substantially all of the Company’s share capital
and voting rights.
(b) Common corporate officers
As of the date of this prospectus, Accor and the Company do not have any corporate officer
in common other than Mr. Jacques Stern, who is both Deputy Chief Executive Officer of Accor and
Chairman of the Board of Directors and Chief Executive Officer (Président Directeur Général) of the
Company.
(c) Common subsidiaries
None.
(d) Technical and commercial agreements
Pursuant to the Contribution Agreement, the Company and Accor have agreed to enter into
various service and assistance agreements in the areas of office administration, management,
accounting and payroll tools, information technology and cash management, for terms ranging from
three months to five years, depending on the relevant areas, under arm’s length financial terms to be
agreed upon between the parties. The amount to be paid based on the Company’s appraisals, the re‐
invoiced items, and future claims paid by the Company to Accor as compensation for these service and
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