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143, rue de la Pompe – 75116 Paris<br />

Appointed by an order of the Presiding Judge of the Commercial Court of Nanterre dated<br />

March 1, 2010.<br />

Date of the reports Report on the value of the contributions dated May 11,<br />

2010 (a copy of which is attached to this prospectus)<br />

Report on the consideration for the contribution dated<br />

May 11, 2010 (a copy of which is attached to this<br />

prospectus)<br />

The conclusions of the statutory appraisers of the contribution are as follows:<br />

“Following our appraisal, we are of the opinion that the value of the contribution of<br />

€1,099,185,385.63 is not excessive and, consequently, that the net asset value contributed is at least<br />

equal to the value of the capital increase of New Services Holding, plus the contribution premium.”<br />

The conclusions of the statutory appraisers of the consideration for the contribution are as<br />

follows:<br />

Following our appraisal, we are of the opinion that the compensation offered for the<br />

contribution, resulting in the issuance of one share of New Services Holding S.A. for each share of<br />

Accor S.A. that has the right to receive the subsequent distribution of shares of New Services Holding<br />

S.A., is fair. Based on information available as of the date of this report, both companies have<br />

acknowledged that the number of shares to be issued by New Services Holding S.A. in consideration<br />

for the contribution shall be 225,878,896.<br />

(c) Expert appraisal<br />

None.<br />

6.3.2.3 Consideration for the Transaction<br />

(a) Consideration terms of the Transaction<br />

Given that Accor currently holds and intends to retain almost all of the shares of the<br />

Company until the Completion Date, the terms of the consideration of the contribution of assets<br />

contemplated in the Contribution Agreement were established so as to achieve a ratio of one (1)<br />

Company share for every Accor share granting rights to the distribution of the Company’s shares. This<br />

results in a contractual allocation of the amount of the capital increase and the contribution premium.<br />

(b) Amount of the capital increase<br />

As consideration for the contribution of assets contemplated in the Contribution Agreement,<br />

the Company will issue a number of new shares to Accor corresponding to the number of Accor<br />

shares giving right to the distribution of the Company’s shares, i.e., the number of outstanding Accor<br />

shares on the Ex‐Date (other than those held by Accor itself).<br />

For purposes of the Contribution Agreement, Accor and the Company have agreed upon a<br />

provisional number of shares to be issued based on the estimate of the number of Accor shares<br />

granting rights to distribution of the Company’s shares as of the date of the Contribution Agreement,<br />

but have agreed that this number will be adjusted once the required information is available. The<br />

meetings of the Board of Directors of Accor and the Company held on May 11, 2010 applied these<br />

principles and set the final number of shares of the Company to be issued as consideration for the<br />

contribution of assets such that this number corresponds exactly to the number of Accor shares giving<br />

right to the distribution of the Company’s shares (i.e., 225,878,896 shares).<br />

122

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