SECTION 1 -

Increasing regulation of certain of the Group’s products
Group products are subject to varying degrees of regulation depending on the country in
which they are sold. The shift from paper‐based to electronic product formats (which the Company
expects will represent the majority of its products in the long‐term) could increase the number of
Group products that are subject to these regulations.
The regulatory framework is evolving in certain countries, towards increased protection of
the beneficiaries of these products. Regulations governing gift cards and other payment cards, for
example, are becoming broader, in particular with respect to (i) information required to be given to
customers at the time of sale, (ii) commissions and contributions billed to customers and (iii) the
treatment of partially‐used cards on expiration. In certain countries, the issuer has to reimburse the
customer for all or part of amounts outstanding at expiration. The Group’s activities are also subject
to personal data protection regulations as well as computer and data security regulations.
Increased regulation could have a negative impact on the Group’s ability to develop its
business. Regulatory changes are difficult to predict and responding to such changes could require
considerable resources and investment that could negatively impact the Group’s results of operations
and financial position.
Protection of the Group’s trademarks
The Group’s success has been based in part on its portfolio of well‐known trade names such
as Ticket Restaurant ® and Ticket Alimentación ® . The Group’s trade names are registered trademarks
in some, but not all, of the countries where it currently operates or intends to do business. If
companies in other countries already use trade names similar to the Group’s, they could oppose the
Group’s registration of its trademarks. If another company with a legally protected right to one of the
Group’s trade names succeeded in preventing the Group from using that trade name in certain
markets, the Group’s ability to distribute its products in new markets could be negatively affected.
The Group could be forced to spend considerable sums to establish new or alternative trade names.
The Group’s actions to protect its trademarks and other intellectual property rights in the countries
where it operates may not be sufficient to provide full protection. Moreover, in certain countries
trademark protection laws are not as strong as in Europe and North America.
3.2 Operating risks
3.2.1 Risks specific to the Group’s business
Economic conditions
The Group’s results of operations depend, partly, on the economic environment in the main
countries in which it operates. Although the Group’s business is less exposed to economic cycles than
some other industries, a worsening economy would, nevertheless, have a negative impact on issue
volumes and results of operations. An economic recession causing businesses to file for bankruptcy
or otherwise shut down operations would reduce the Group’s customer base. Higher unemployment
rates would reduce, for each customer, the number of employees receiving the Group’s products. In
addition, increases in the face value of the Group’s vouchers are influenced by the rate of inflation.
Finally, the Group’s financial revenue (interest received on cash invested during the period between
the voucher purchase and voucher redemption) depends on both issue volumes, which are sensitive
to economic factors, and market interest rates (see section 3.3.2. of this prospectus, “Interest rate
risk”).
The prospect of economic recovery from the recent global recession offers an opportunity
for the Group. However this recovery may be a lengthy process and levels of economic growth could
prove lower than in the past. If the economic crisis persists, the Group could fail to meet its growth
targets, which would negatively impact its results of operations and financial position.
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