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The transaction consists of:<br />

- the contribution by ACCOR S.A. to NEW SERVICES HOLDING of its complete and<br />

autonomous business division consisting of the following activities:<br />

o the provision of services, in particular through the issuance of vouchers for the<br />

benefit of employees and the general public, and<br />

o the provision of pre-paid services that enhance the performance of organizations<br />

(referred to collectively herein as the “Services Business”),<br />

in respect of which we have prepared this report, pursuant to our appointment as<br />

statutory appraisers by the Presiding Judge of the Commercial Court of Nanterre on<br />

March 1, 2010;<br />

- followed by the distribution by ACCOR S.A. to its shareholders (other than ACCOR S.A.<br />

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

contribution which will also be admitted for trading on Euronext Paris. This distribution<br />

will be carried out on the basis of one NEW SERVICES HOLDING S.A. share for each<br />

share of ACCOR S.A. granting rights to a distribution.<br />

1.3. Description of the contribution<br />

Pursuant to the terms of the contribution agreement executed on March 19, 2010, the<br />

contribution will include all of the assets and liabilities relating to the ACCOR Group’s Services<br />

Business in their existing state on the date on which the final completion of the contribution of<br />

assets is recorded, which is expected to occur on June 29, 2010, provided that the contribution<br />

will not include the loans and advances (other than debit or credit commercial current cash<br />

accounts, dividends payable and any accrued interest relating thereto) extended by ACCOR S.A.<br />

to the Services Business entities or by the Services Business entities to ACCOR S.A., nor the<br />

ancillary hedging transactions, since these financings and transactions are expected to be<br />

unwound in connection with the Preliminary Transactions as defined in paragraph II.5 of the<br />

contribution agreement.<br />

The contribution of assets will also include the intellectual property rights mentioned in article<br />

1.1. of the contribution agreement executed on April 19, 2010.<br />

356

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