Demerger of the two businesses
Benefits of the Demerger
Accor Hospitality and Accor Services were already two self-managing businesses, each with critical mass and leadership in its market.
Today, their transformation and development will be supported and accelerated by their demerger, with two corporate mission projects capable of creating new value:
- Creating two corporate projects to give each business the resources to drive profitable growth.
- Enhanced employee pride in each company, with two teams motivated by two federating projects, each led by a dedicated management team.
- An optimized organization to lead each company’s strategy.
- Improved performance management and optimized allocation of financial resources in line with each company’s strategy.
- Creating two pure players
- Creating new opportunities to speed growth
- More targeted investors, specific to each business
- Heightened visibility for each business and its growth prospects
- Direct access to financial markets to fund future growth.
- Potential for major transactions, particularly with the flexibility to pay in shares.
Following shareholder approval at the Combined Annual and Extraordinary Meeting on June 29, 2010, our two core businesses were demerged through a capital contribution and share distribution. Accor SA retains the Hotels business, while Edenred was created for the Services business. All of the Services subsidiaries' shares were contributed to Edenred, whose shares were then attributed to Accor SA shareholders.
As a result, on July 2, 2010, each Accor shareholder received one Edenred share for each Accor share held. The Edenred shares are now being traded on the NYSE-Euronext™ Paris stock exchange.
|2010 ||Event ||Complete |
|Early February||Meetings with employee representatives||Yes|
|May 12||Prospectus filed with French securities regulator AMF, to list shares of the new company (Accor Services) on the NYSE-Euronext™ Paris stock exchange||Yes|
|May 18||Updating Accor SA registration document||Yes|
|June 29||Extraordinary Shareholders’ Meeting of Accor SA||Yes|
|July 2||Payment of the fiscal 2009 Accor SA dividend in cash and delivery of the Edenred shares the same day. The shares will simultaneously begin trading on the NYSE Euronext Paris Edenred stock exchange.||Yes|
Please note that the following information is a summary presentation of current tax legislation generally applicable to tax residents of France. Your individual situation may vary and should be discussed with your bank, broker or tax advisor. This is particularly the case for shareholders who are tax residents of other countries.
The transaction is governed by standard French tax rules.
- Tax treatment of Edenred shares allocated to individuals who are tax residents of France and who do not hold their Accor shares in a PEA personal equity plan
The allocation of Edenred shares will be taxed as a dividend, based solely on the value of €0.94 per share, with the balance deemed to be a tax-exempt repayment of contributed assets.
Please note: special conditions may apply. Please refer to the updated 2009 Registration Document, and consult your tax advisor. This is particularly the case for shareholders who are not tax residents of France.
The 2009 ordinary Accor dividend (€1.05 per share), to be paid in cash on the same day as the Edenred shares are allocated, is intended to cover the dividend taxes and “prélèvements sociaux” withholding taxes due on the ordinary dividend and taxable portion of the allocated Edenred shares (€0.94).
- Tax treatment of Accor shares held in a PEA personal equity plan
The Edenred shares will be automatically registered in your personal equity plan and will therefore be taxed accordingly.
- Capital gains on the sale of Edenred shares
If you sell your Edenred shares, the resulting capital gain will be calculated on a tax cost of €11.40, i.e. the price of the Edenred share on July 2.
- Impact on the cost of your Accor shares
The historical tax cost of your Accor shares held before July 2, 2010 will be reduced by €10.46 per share, i.e. the difference between the €11.40 price of the Edenred share on July 2 and €0.94. This will avoid any double taxation on the taxable portion of the distribution, because the €0.94 will not reduce your cost base for tax purposes.
- Combined Annual and Extraordinary Shareholders' Meeting:voting results on the resolutions, on June 29, 2010 (129k)
- Combined Annual and Extraordinary Shareholders' Meeting:slides of the presentation, on June 29, 2010 (4.7M)
- Combined Annual and Extraordinary Shareholders' Meeting:press Release, on June 29, 2010 (29k)
- Edenred Road Show Presentation on June 14, 2010
- Edenred announces its Board of Directors and is assigned BBB+ A-2; Outlook Stable rating by Standard & Poor’s, on June 11, 2010
- Reach Edenred Complementary Note to Prospectus on June 11, 2010
- Accor Services becomes Edenred, the world leader in prepaid service vouchers, on June 19, 2010 (103k)
- Letter to shareholders special issue for the june 29, 2010 shareholder’s meeting (453k)
- Notice of meeting for the June 29, 2010 shareholder’s meeting of Accor (1.3M)
- Accor Investor Presentation, on May 19, 2010 (7.8M)
- Accor: a new momentum, on May 19, 2010 (40k)
- Update to the Accor 2009 registration document, on May 18, 2010 (1.5M)
- Reach edenred (New Services) Investor Presentation, on May 18, 2010
- New Services, a new strategy to speed the pace of growth Publication of the prospectus (112k)
- Reach Edenred (New Services) Prospectus
- Notice of Shareholders' Meeting, June 29, 2010 (33k)
- Press release Asset Contribution–Demerger Agreement Approved by the Board of Directors, April 20, 2010 (18k)
- Press release on demerging the two businesses and details of the demerger process, February 24, 2010 (53k)
- Press release from the Board of Directors, December 15, 2009 (26k)
- Press release on Jacques Stern’s appointment as Deputy Chief Executive Officer of Accor, in charge of Accor Services and Finance, December 15, 2009 (19k)
- Press release from the Board of Directors, November 16, 2009 (16k)
- Presentation to the August 27, 2009 information meeting, pages 37-42, August 27, 2009 (765k)