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6.3.5.2 Impact of the Transaction for the Company and its shareholders (a) Impact on shareholders’ equity of the Company Number of financial instruments Share capital Contribution premium Starting position 18,500 €37,000 € ‐ Consequence of the total number of financial instruments created 225,878,896 € 451,757,792 € 647,427,593.63 Position after the transactions 225,897,396 € 451,794,792 € 647,427,593.63 (b) Organizational chart after the Transaction 60% 40% BRAZIL NEW SERVICES HOLDING BELGIUM SPAIN AS FRANCE SWEDEN / FINLAND THE NETHERLANDS MALI MEXICO URUGUAY 128 45% 11% ITALY CZECH REP. GREECE HUNGARY ROMANIA SLOVAKIA TURKEY AS UK PPS 44% 51% 90% 67% KADEOS GERMANY AUSTRIA SWITZERLAND BULGARIA LEBANON MOROCCO SOUTH AFRICA ARGENTINA CHILE PERU VENEZUELA A simplified organizational chart indicating the capital links and voting rights of the main entities of the Group is presented in Note 33 of the pro forma financial statements included in section 10.2.1 of this prospectus. (c) Impact on the Company’s ownership structure and voting rights See section 7.3.1.1 of this prospectus. (d) Expected change in the composition of the corporate bodies and management of the Company The information concerning the composition of the governing bodies and management of the Company following the completion of the Transaction is described in greater detail in section 5.1.1 of this prospectus. (e) Change to the market capitalization None. The Company will not de admitted for trading until the Ex‐Date. USA ASIA 65% 57%
(f) Impact on the calculation of the net earnings per share The Company’s pro forma financial statements (see section 10.2.1 of this prospectus include detailed information concerning the impact of the Transaction on the Company. (g) New strategies under consideration See section 1.3 of this prospectus. (h) Short and medium‐term projections concerning the business and any future reorganizations, results and the dividend distribution policy. This prospectus does not contain any short‐term or medium‐term projections concerning the business and any future restructurings. The financial objectives pursued by the Group are presented in section 1.3.3 of this prospectus. See section 7.3.2 of this prospectus for more information concerning the Company’s dividend distribution policy. 6.3.6 Factors considered in the valuation of the Company following the Transaction The price of the New Services shares following the Transaction will be determined on the basis of the orders placed on Euronext Paris during the first trading sessions, which is expected to occur on July 2, 2010 (the “Initial Admission Date”), subject to the approval of the Transaction by Accor’s General Meeting of Shareholders. The Transaction does not involve a public offer, private placement, or a subscription or acquisition of New Services shares by investors; if such a transaction had occurred, it could have provided an indication of the market’s potential valuation of the New Services shares. It is recalled that the exchange ratio used for the distribution of New Services shares is one New Services share for each Accor share, and that The transaction will be carried out on the basis of book values. Euronext will indicate in a notice, published prior to the Initial Admission Date of the New Services shares, the price that will be used as a technical reference for the initial listing. This reference price will be used only for purposes of establishing circuit‐breaker thresholds and will have no effect on the price at which the New Services shares will actually be traded. The following valuation factors are provided on a purely indicative basis, and will not necessarily have an impact on the price at which the New Services shares will actually be traded. The information used to prepare the valuation factors presented below was taken from public documents. In particular, historical information and the forward‐looking statements concerning certain companies in the services and employee and public benefits sections was found in annual reports and recent research reports prepared by financial analysts, or data bases; this information has not been and will not be independently verified. Among the standard valuation methods is the comparable listed company (comparable boursière) method, which involves comparing New Services Holding to a sample of listed companies, comparable in terms of (i) business profile, (ii) revenue generation, (iii) underlying markets, and (iv) size. Sodexo, through its “Checks and Service Cards” division, is New Services’ main competitor, offering a range of products and a geographic presence that is very similar to that of New Services. However, this division represents only a very small portion of the Sodexo group’s overall business (i.e., 4.7% of its consolidated revenues in 2008‐09) and its other divisions are not comparable to New Services Holding, in particular the catering (restauration collective) and the facilities management divisions, and therefore a comparable listed company valuation of New Services based on Sodexho is not useful. 129
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TABLE OF CONTENTS (continued) ii Pa
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TABLE OF CONTENTS (continued) iv Pa
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TABLE OF CONTENTS (continued) vi Pa
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SUMMARY OF THE PROSPECTUS Visa n°
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Key figures from the pro forma inco
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• The products of the employee an
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Number of shares 7 Percentage of sh
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Between the time the customers pay
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• PrePay Solutions (a joint‐ven
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specific, it is unlikely that any f
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The Company also benefits from its
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1.3 Strategy As an independent comp
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media to suit products and customer
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Through the development of these va
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Issue volume growth is at the cente
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1.5 Group products and services 1.5
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The following chart shows the relat
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(b) Products Tickets Restaurant ®
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The following table gives an overvi
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Expense management New Services pro
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• gift vouchers for businesses an
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The table below shows the geographi
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elations given its flexibility and
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When affiliated merchants accept vo
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1.10 Competition 1.10.1 The employe
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1.10.2.3 Growth potential As with t
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free benefit in kind. This tax bene
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Restaurant ® beneficiaries secure
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Key figures from the pro forma inco
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- breakage revenues from vouchers t
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A reconciliation between the histor
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2.4.1.2 Issue volume by business li
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The proportion of operating revenue
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esulting from the acquisition of Pr
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Global structures (1) 0 2 n.s. n.s.
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The Group’s working capital requi
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2.6.4 Working capital requirements
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The Club Deal and the Bilateral Lin
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2.8.1.1 Europe In the first quarter
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(in millions of euros) 73 Pro forma
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Competition The Group’s various b
Page 85 and 86: Development of performance products
Page 87 and 88: In the past, a large proportion of
Page 89 and 90: company, which can be subject to fl
Page 91 and 92: These values impact the day‐to‐
Page 93 and 94: 4.1.2.1 Partners in education For t
Page 95 and 96: o Locally, each subsidiary consider
Page 97 and 98: On a global scale, the Bernaches: S
Page 99 and 100: o Senior support individuals who at
Page 101 and 102: Workforce Total number of employees
Page 103 and 104: European FOOD (Fighting Obesity thr
Page 105 and 106: GREENHOUSE GASES 4.2.2.4 Greenhouse
Page 107 and 108: Since 2006, an international employ
Page 109 and 110: In the event that the Company’s s
Page 111 and 112: Information of the Board of Directo
Page 113 and 114: If the Board decides to combine the
Page 115 and 116: • validating the categories of ad
Page 117 and 118: Organization of work defines and i
Page 119 and 120: In addition, without prejudice to t
Page 121 and 122: The table below is a summary of the
Page 123 and 124: shareholders (other than Accor itse
Page 125 and 126: indirectly) from a loan extended by
Page 127 and 128: • become “pure players”, list
Page 129 and 130: The Company will publish a press re
Page 131 and 132: Accordingly, as consideration for t
Page 133 and 134: (c) Calculation of the contributed
Page 135: 6.3.4.3 Mechanics of the Spinoff Th
Page 139 and 140: SECTION 7 ‐ INFORMATION ABOUT THE
Page 141 and 142: of the Company, in respect of share
Page 143 and 144: Throughout the subscription period,
Page 145 and 146: Because the Company’s shares are
Page 147 and 148: connection with their action in con
Page 149 and 150: Resolution Purpose of the resolutio
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Page 153 and 154: 9.7 Cross‐reference table for inf
Page 155 and 156: No. Item in the Regulation Section(
Page 157 and 158: No. Item in the Regulation Section(
Page 159 and 160: No. Heading in the Regulation Secti
Page 161 and 162: No. Heading in the Regulation Secti
Page 163 and 164: SECTION 10 FINANCIAL STATEMENTS 10.
Page 165 and 166: New Services: Historical Combined F
Page 167 and 168: Equity and Liabilities (in € mill
Page 169 and 170: Changes in Historical Combined Equi
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Page 175 and 176: Preparation of the financial statem
Page 185 and 186: S.8. OPERATING PROFIT BEFORE TAX AN
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Note 2. Significant Events and Chan
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New Services: Historical Combined F
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Note 3.3. Operating revenue by geog
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Note 4. Operating Expenses (in €
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Note 6. Depreciation, Amortization
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Note 8. Net financial expense (in
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Note 10. Income Tax Note 10.1. Inco
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Note 10.3. Details of recognized de
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Changes in the carrying amount of g
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The following intangible assets are
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Note 14. Receivables and Payables N
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Note 15. Share‐based payments Not
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205 New Services: Historical Combin
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Note 17. Minority Interests (in €
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Note 19. Financial debt by Currency
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Note 20. Net Debt and Net Cash (in
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At December 31, 2008, financial ass
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Note 22. Provisions New Services: H
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- Length‐of‐service awards in I
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Funded status of post‐employment
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Sensitivity analysis 221 New Servic
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Note 26. Balance sheets by geograph
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Note 27. Claims and Litigation Tax
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Note 29. Additional Information abo
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Note 31. Compensation Paid to Corpo
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Note 33. Subsequent Events There ha
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10.1.2 Statutory auditor’s report
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Pro forma Income Statements New Ser
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Pro forma Balance Sheets Assets (in
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Pro forma Cash Flows Statements New
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Key Ratios and Indicators New Servi
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245 New Services: Pro forma Financi
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.2. Equity 247 New Services: Pro fo
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B. At December 31, 2008 (in € mil
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Statements of Comprehensive Income
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B. At December 31, 2008 (in € mil
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Cash Flows Statements A. At Decembe
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C. At December 31, 2009 (in € mil
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Notes to the Pro forma Financial St
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D.4. RECOVERABLE AMOUNT OF ASSETS 2
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K. Pensions and other post‐employ
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The fair value of the employee bene
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For all of these products, recogniz
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U. Segment Information New Services
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Note 3.2. Total revenue Total reven
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3.3.2 Other operating revenue by ge
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Note 5. EBITDA by Geographic Segmen
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Note 7. EBIT by Geographic Segment
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Note 9. Non‐recurring income and
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Note 10.2. Effective tax rate New S
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Note 11. Goodwill (in € millions)
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Note 12. Intangible Assets New Serv
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Note 13. Property, Plant and Equipm
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Note 14.4. Receivables and payables
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New Services: Pro forma Financial S
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Employee Stock Ownership Plan 299 N
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Note 16. Cumulative Fair Value Adju
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Note 18. Comprehensive Income Tax o
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Note 19.C Financial instruments 1.
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Note 21. Provisions New Services: P
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- Length‐of‐service awards in I
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Funded status of post‐employment
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Sensitivity analysis 313 New Servic
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New Services: Pro forma Financial S
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Note 25. Balance sheets by geograph
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Note 26. Claims and Litigation Tax
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Note 28. Additional Information abo
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Note 30. Compensation Paid to Corpo
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Note 32. Subsequent Events There ha
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10.2.2 Statutory auditor’s report
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ANNEX A - STATUTORY AUDITORS’ REP
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appropriate, as well as analyze the
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The ACCOR S.A. shares are listed on
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Furthermore, as of the date of this
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The contribution of assets will als
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Provisions for risks ..............
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The new shares will be entirely fun
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o the execution of a term loan agre
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are judged appropriate. In particul
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Within the context of the transacti
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ANNEX B - STATUTORY APPRAISERS’ R
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Our report is organized as follows:
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- All civil, commercial, industrial
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1.2. Description of the transaction
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Finally, the contributed net assets
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Provisions for risks...............
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- the contribution of assets will b
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2. WORK PERFORMED AND ASSESSMENT OF
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c. we have reviewed the financial s
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2.2.1.2. Separation The ACCOR group
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i.e., €1,099,185 thousand, repres
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