SECTION 1 -

• become “pure players”, listed separately without any capital ties, with targeted
investors for each business, which will enhance each entity’s visibility; and
• benefit from new opportunities for partnerships, strategic alliances and financial
transactions in order to finance future growth, in particular through the ability to pay
in shares.
6.3.2 Legal aspects of the Transaction
6.3.2.1 The Transaction
The Transaction consists of:
(i) the contribution by Accor to the Company of its complete and autonomous business
division consisting of the following activities: (x) the provision of employee and
public benefits products and services, and (y) the provision of prepaid products and
services that enhance the performance of organizations such as companies,
associations, and public authorities (the “Services Business”), through a
contribution of assets under the legal regime applicable to spinoffs; followed by
(ii) the spinoff by Accor to its shareholders (other than Accor itself) of the shares of
New Services issued as consideration for the contribution. The New Services shares
will be listed on Euronext Paris concurrently with their delivery to the Accor
shareholders.
The contribution of assets and the distribution by Accor to its shareholders of the New
Services shares issued as consideration for the contribution contemplated in the Contribution
Agreement are two related transactions deemed to be a single transaction.
Subject to the satisfaction of the conditions precedent set forth in section 6.1.2 of this
prospectus and the stipulations set forth below, Accor shall contribute to the Company all of the
assets and liabilities relating to the Accor Group’s Services Business (the “Contributed Business”) in
their existing condition on the Completion Date, taking account in particular the Preliminary
Transactions. The Company will own and take possession of the rights and assets relating to the
Contributed Business and will be liable for the debts and obligations attached to the Contributed
Business as of the Completion Date. The contribution of assets contemplated in the Contribution
Agreement will imply the universal transfer of the Contributed Business, with no joint liability
between Accor and the Company.
The contribution will not include:
• the loans and advances (other than debit or credit current accounts, dividends
payable and any accrued interest relating thereto) extended by Accor to the
Services Entities or by the Services Entities to Accor, nor the related hedging
transactions, since these financings and transactions are expected to be unwound in
connection with the Preliminary Transactions;
• the securities held by Accor in the share capital of the Company as of the date
hereof; and
• rights and obligations that relate to the service agreements described in section
6.3.1(d) of this prospectus.
As far as the intellectual property rights are concerned:
• the contribution will include all of the brands, logos and domain names, copyrights,
know‐how, software, and other intellectual property rights exclusively attached to
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