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By: Accor via PR Newswire
April 20, 2010 at 03:26 AM EDT
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.

PARIS, April 20, 2010 /PRNewswire-FirstCall/ --

- 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          The purpose of the Contribution is to
    Contribution            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      The total value of the contributed
    contributed assets      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  As consideration for the contribution in
    issued as consideration kind effected in connection with the
    contribution            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 issuance of the Accor shares was
    the shares              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   The definitive date of completion of the
    Contribution            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.

SOURCE Accor

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