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o NEW SERVICES HOLDING S.A. will be, as a result of the completion of the<br />

contribution of assets described in this report, substituted for ACCOR S.A. in all<br />

of its rights and obligations in respect of the contributed business;<br />

- from a tax standpoint:<br />

o the contribution will be registered subject to the sole payment of a € 500 fixed<br />

duty,<br />

o the contribution will be implemented under the standard tax regime (régime de droit<br />

commun) for corporate income tax purposes;<br />

- the contribution of assets will be effective for both accounting and tax purposes as of June<br />

29, 2010, following its approval by the General Meetings of Shareholders of the companies<br />

participating in the transaction;<br />

- the contribution of assets is subject to the satisfaction of the conditions precedent presented<br />

in article 8 of the contribution agreement executed on April 19, 2010, which are summarized<br />

below:<br />

o the final completion of the Preliminary Transactions, as defined in the<br />

contribution agreement;<br />

o obtaining a ruling from the early decisions division of the Belgian tax<br />

administration confirming the tax treatment of the contribution of the interest<br />

held by Accor Hotels Belgium in the share capital of Accor Participacoes<br />

described in the request for a ruling submitted by Accor Hotels Belgium;<br />

o the approval of the Combined General Meeting of Shareholders of ACCOR S.A.<br />

(ruling on an extraordinary basis) of the contribution agreement, including the<br />

distribution by the company to its shareholders (other than ACCOR S.A. itself) of<br />

the NEW SERVICES HOLDING shares issued as consideration for the<br />

contribution;<br />

o the approval of the Combined General Meeting of Shareholders of ACCOR S.A.<br />

(ruling on an extraordinary basis) of the contribution agreement, including the<br />

capital increase to finance the contribution;<br />

342

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