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
  • - Each company listed, with its own investment profile.
    - More targeted investors, specific to each business
    - Heightened visibility for each business and its growth prospects
  • Creating new opportunities to speed growth
  • - Partnerships and/or strategic alliances to develop the business.
    - Direct access to financial markets to fund future growth.
    - Potential for major transactions, particularly with the flexibility to pay in shares.

Demerger Process

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.

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Timetable

2010       
Event                                     
Complete 
Early FebruaryMeetings with employee representativesYes
May 12Prospectus filed with French securities regulator AMF, to list shares of the new company (Accor Services) on the NYSE-Euronext™ Paris stock exchange  Yes
May 18Updating Accor SA registration document  Yes
June 29Extraordinary Shareholders’ Meeting of Accor SA Yes
July 2Payment 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

 

 

Taxation

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.



Available Documents