Issuance by Accor SA of 1,985,428 New Shares as Consideration for the Contribution of Shares in Societe d'Exploitation et d'Investissement Hotelier (SEIH) S.a.r.l.
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Issuance by Accor SA of 1,985,428 New Shares as Consideration for the Contribution of Shares in Societe d'Exploitation et d'Investissement Hotelier (SEIH) S.a.r.l.
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Category: Worldwide - Industry economy
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This is a press release selected by our editorial committee and published online for free on 2010-04-20
- This Press Release has Been Prepared in Compliance With Article 12 of
AMF Instruction 2005-11 of December 13, 2005, as Amended
On April 2, 2010, Accor entered into a Contribution Agreement
with Paddel SCA, Mrs. Suzanne Pelisson, Mr. Gerard Pelisson and Mr. Paul Dubrule (the Contributors) concerning the contribution to Accor of all of the outstanding shares of Societe d'Exploitation et d'Investissement Hotelier(SEIH) (the Contribution).
In accordance with article L. 225-38 of the French Commercial
Code, the execution of the contribution agreement was previously authorized by Accor's Board of Directors at its meeting on February 23, 2010.
The value of the Accor shares held by SEIH was determined
solely on the basis of the volume-weighted average closing share price over the three trading months ended on March 31, 2010, i.e. EUR37.703.
In accordance with the opinion issued by an independent
expert, the value of the SEIH shares was determined on the same basis as that of the Accor shares, less a 1.80% discount, i.e. EUR37.025. At the Annual Shareholders' General Meeting held on May 13, 2009, Accor shareholders authorized the Board of Directors to issue ordinary shares representing up to 10% of the share capital as consideration for equity securities contributed to the Company (28th resolution). On April 19, 2010, the Board decided to use this authorization to issue 1,985,428 new Accor shares (the Accor Share) to the Contributors and acknowledged the completion of the resulting capital increase.
The Contributors made a firm and irrevocable undertaking not
to sell the Accor Shares or the shares of the new Services company to be created by the demerger (provided that said demerger is approved by Accor shareholders) for a period of 12 months expiring April 19, 2011.
The Board of Directors delegated to its Chairman full powers
to dissolve without liquidation SEIH S.a.r.l, which results in the transfer of all SEIH assets and liabilities to Accor. Following the dissolution without liquidation of SEIH, Accor will hold 2,020,066 of its own shares, which will be deprived of their voting rights, dividend rights and the right to receive shares of the new Services company to be created as a result of by the demerger, provided that said demerger is approved by Accor shareholders. Furthermore, the Board will submit to shareholder approval a resolution authorizing it to reduce the Company's share capital by canceling these 2,020,066 treasury shares.
The cancellation of the shares issued as consideration for the Contribution would allow the transaction, taken as a whole, not to be dilutive with respect to Accor's shareholders.
The main characteristics of the Contribution, its valuation
and the related consideration are summarized below, in accordance with
article 12 of AMF instruction 2005-11 of December 13, 2005, as amended.
Contributors
- Mrs. Suzanne Pelisson, a citizen of France, born December 30, 1933 in Lyon and residing at 1, rue Gambetta, 77780 Bourron-Marlotte.
- Mr. Gerard Pelisson, a citizen of France, born February 9, 1932 in Lyon and residing at 1, rue Gambetta, 77780 Bourron-Marlotte.
- Mr. Paul Dubrule, a citizen of France, born July 6, 1934 in Tourcoing and residing at 107, route de Saconnex d'Arve, 1228 Plan les Ouates (Switzerland).
- Paddel, a societe en commandite par actions with a share capital of EUR57,168, whose registered office is located at 8, rue Jean Goujon 75008 Paris registered with the Paris Trade and Companies Register under number 354 083 529.
Contributee
Accor, a societe anonyme with a share capital of EUR676,453,095, whose registered office is located at Immeuble Odyssey, 110, avenue de France, 75210 Paris Cedex 13 registered with the Evry Trade and Companies Register under number 602 036 444.
CHARACTERISTICS OF THE CONTRIBUTION AND ITS CONSIDERATION
Purpose of the Contribution
The purpose of the Contribution is allow company founders Paul Dubrule and Gerard Pelisson, who no longer exercise any executive functions with Accor, to separate their holdings in Accor's share capital, which are held by SEIH, a company whose only purpose is to hold such shares. In addition, the transaction will allow Accor to streamline and stabilize its ownership structure under fair financial conditions.
Legal and tax regime of The Contribution is governed by the the Contribution
standard legal provisions in France concerning contributions in kind as described in article L.225-147 of the French Commercial Code.
It will be subject to the fixed EUR500 registration duty provided for in article 810, I of the General Tax Code.
Contributed assets
350,000 shares (the SEIH Shares) with a par value of EUR16 each, all fully paid-up and registered in their holders' names, representing all of the issued capital of Societe d'Exploitation et d'Investissement Hotelier - SEIH, a societe a responsabilite limitee with a share capital of EUR5,600,000, whose registered office is located at 8, rue Jean Goujon, 75008 Paris,registered with the Paris Trade and Companies Register under number 334 270 279 (SEIH), and which has no other purpose than to hold 2,020,066 Accor shares. The SEIH shares will be contributed as follows:
- 87,500 SEIH Shares contributed by Mrs. Suzanne Pelisson.
- 87,500 SEIH Shares contributed by Mr. Gerard Pelisson.
- 87,500 SEIH Shares contributed by Mr. Paul Dubrule.
- 87,500 SEIH Shares contributed by Paddel SCA.
Total value of the contributed assets
The total value of the contributed assets amounts to EUR74,858,038.36, representing EUR213.88 per SEIH Share.
The value of the Accor shares held by SEIH was determined solely on the basis of the volume-weighted average closing share price over the three trading months ended on March 31, 2010. The value of each SEIH Share was determined on the same basis as that of Accor shares, less a 1.80% discount.
Number of Accor shares issued as consideration contribution
As consideration for the contribution in kind effected in connection with the Contribution, Accor will issue 1,985,428 new ordinary shares with a par value of EUR3 each, all of the same class (the Accor Shares), representing a capital increase in a total nominal amount of EUR5,956,284.
Issuance and rights of the shares
The issuance of the Accor shares was duly authorized by made Accor's Board of Directors on April 19, 2010. The Accor shares shall be fully assimilated with the existing Accor shares and shall benefit from all dividends approved or paid after the date on which the Contribution is completed.
Contribution premium
The premium on the Accor Shares issued as consideration for the Contribution amounts to EUR68,901,754.36.
Effective date of the Contribution
The definitive date of completion of the Contribution is the date on which Accor's Board of Directors' approved the value attributed to the Contribution and decided to complete a share capital increase by issuing the Accor shares as consideration therefore, pursuant to the authorization granted by Accor's shareholders at the Annual Shareholders' General Meeting on May 13, 2009.
AUDIT OF THE CONTRIBUTION
A report on the Contribution was issued on April 7, 2010 by Jean-Jacques Dedouit and Patrice Cousin, appointed by an order of the President of the Evry Commercial Court on November 27 2009.
The report, prepared in compliance with article L225-147 of the Commercial Code, was made available to Accor shareholders at the registered office and filed with the Evry Commercial Court within the legal timeframe.
In addition, on February 22, 2010, a fairness opinion, attesting to the transaction's neutrality and fairness for Accor shareholders, was issued by Accuracy, represented by Bruno Husson.
RESULTS OF THE CONTRIBUTION
Accor's share capital
Further to the Contribution, the share after the Contribution capital of Accor shall be
Dilution
increased from EUR676,453,095 (represented by 225,484,365 shares with a par value of EUR3 each) to EUR682,409,379 (represented by 227,469,793 shares with a par value of EUR3 each).
Based on a share capital comprised of 225,484,365 outstanding shares, the equity interest of a shareholder holding 1% of Accor's share capital before the issuance of the Accor Shares would be reduced to 0.99% after completion of the Contribution. Dilution will amount to 0.01%, as the issue of new shares will be offset by cancellation of the contributed shares
Accor, a major global group and the European leader in hotels, as well as the global leader in services to corporate clients and public institutions, operates in nearly 100 countries with 150,000 employees.It offers its clients over 40 years of expertise in two core businesses:
- Hotels, with the Sofitel, Pullman, MGallery, Novotel, Mercure, Suitehotel, Adagio, ibis, all seasons, Etap Hotel, Formule 1, hotelF1 and Motel 6 brands, representing 4,000 hotels and nearly 500,000 rooms in 90 countries, as well as strategically related activities, such as Thalassa sea&spa, Lenotre and CWL.
- Prepaid Services, with 32 million people in 40 countries benefiting from Accor Services products in employee and public benefits, rewards and motivation, and expense management.
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