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2.2.1.2. Separation<br />

The ACCOR group has historically conducted a specific audit of the results and the assets and<br />

liabilities attached to the contributed business, for purposes of its financial statements.<br />

We have reviewed these principles and verified their application. Accordingly, the separation of<br />

the contributed assets and assumed liabilities attributable to the contributed company appears to<br />

us to be satisfactory and does not call for any further comment on our part.<br />

2.2.1.3. Individual values<br />

Generally speaking, we note that, given that the contribution of assets will be carried out on the<br />

basis of the assets and liabilities of the contributed business, in their existing state on the date of<br />

the completion of the transaction, i.e., June 29, 2010, the net book value of the assets and<br />

liabilities as of this date was estimated by the contributing company and the beneficiary. This<br />

estimated value, which amounts to €1,099,185,385.63, is set forth in the contribution agreement<br />

dated April 19, 2010. In principle, the final net book value of these items as at June 29, 2010 is<br />

likely to differ from the estimated value set forth in the contribution agreement. In order to take<br />

this potential difference into account, the contribution includes a claim of the beneficiary against<br />

the contributing company (or, as the case may be, a claim of the contributing company against<br />

the beneficiary) intended to ensure that the contributed net assets on the completion date, taking<br />

into account this claim as an asset or liability and the amount of which will be determined in<br />

accordance with the procedure set forth in article 2.4 of the contribution agreement, will be, in<br />

any event, equal to the amount of the net assets adopted in the contribution agreement, i.e.,<br />

€1,099,185,385.63.<br />

With respect to the equity interests, based on the work that we have done, which is described in<br />

paragraph 2.1. of this report, their contribution value elicits the following comments:<br />

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