2013 Registration document and annual financial report - page 328

Registration Document 2013
326
Capital and ownership structure
6
Ownership structure
A Euroclear France survey of financial institutions holding at least 100,000 shares and of shareholders holding at least 250 shares at
December 31, 2013 identified 8,604 shareholders owning an aggregate 75.07% of the Company’s capital, representing 62.56% of total
voting rights.
Analysis by shareholder category at December 31, 2013
% capital
% voting rights
Private shareholders
1.71%
1.43%
Institutional investors
66.93%
56.49%
French institutions
15.51%
13.64%
Foreign institutions
51.42%
42.85%
Unidentified in the Euroclear survey
31.36%
42.08%
TOTAL
100.00%
100.00%
Source: Euroclear France.
Shareholders’ agreements relating to the
shares making up the Company’s capital
Apart from the shareholders’ pact described below, the Company
is not aware of any other shareholders’ agreements relating to the
shares making up its capital.
On May 4, 2008, a memorandum of understanding was signed
by Colony Capital (represented by ColTime
(1)
and ColDay
(2)
) and
Eurazeo (represented by Legendre Holding 19
(3)
), acting in concert in
accordance with the memorandum of understanding regarding their
investment in Accor, which they had signed on January 27, 2008.
On December 18, 2009, an amendment to the memorandumwas
signed following the Accor Board of Directors’ approval of the
potential benefits of demerging the Group’s Hotels and Prepaid
Services businesses to create two separate listed companies. The
purpose of the amendment was i) to extend the provisions of the
memorandum of understanding to the shares in Edenred, and ii)
to extend the undertaking in the memorandum not to sell their
shares in Accor and Edenred until January 1, 2012.
The main clauses of the agreement are as follows:
ƒƒ
an undertaking to cast the same votes on strategic matters at
Board of Directors’ meetings;
ƒƒ
an undertaking to cast the same votes at Accor Shareholders’
Meetings;
ƒƒ
an agreement that the parties should have equal representation
on Accor’s Board;
ƒƒ
an agreement that if either of the undertakings set out above
with respect to voting are breached by one of the parties, the
party that has breached the undertaking shall offer to sell its
Accor shares to the other party, at a price equal to 80% of the
lower of i) the weighted average price of the Accor share over
the twenty trading days preceding the breach, and ii) the closing
price on the day of the breach. This offer must be made and
taken up within a month of the date of breach;
ƒƒ
an undertaking not to enter into any acquisition or other agreement
with a third party that would result in the concert group raising its
interest to above one third of Accor’s capital and/or voting rights;
ƒƒ
in the event that one of the parties decides to sells its shares
to an identified purchaser, a right of first refusal for the other
party, exercisable within ten days following notification of the
intention to sell. The price for the shares sold will be proposed
by the selling party;
ƒƒ
a duty for each party to give the other party four days’ notice
if they decide to sell their shares on the market to unidentified
purchasers;
ƒƒ
in the event that one of the parties sells its shares, a right for the
other party to sell the same proportion of shares, exercisable
within ten days following the related notification;
ƒƒ
in the event that the two parties’ existing shareholdings are
equal, the obligation for either party that decides to purchase
additional shares to propose the acquisition of the same number
of shares to the other party;
ƒƒ
a priority share purchase right for the party holding the least
number of shares. However, ColDay may freely acquire shares
enabling it to raise its interest to 11% of Accor’s capital and
Eurazeo may freely acquire shares enabling it to raise its interest
to 10% of the capital;
ƒƒ
in the event of a public offer initiated by a third party, if one of
the two parties does not wish to tender its shares whereas the
other one does, the right for the former to acquire the shares
tendered to the offer by the other party at the offer price or at
a higher price;
ƒƒ
in the event of a public offer initiated by one of the parties, in
which the other party does not wish to participate, the right for
either of the parties to terminate the concert arrangement. If
the party not participating in the offer wishes to sell its Accor
shares, the right for the initiator of the offer to acquire said shares
before filing the offer, at the offer price or at a higher price.
The shareholders’ pact had a five-year term, which means that the
concert arrangement may now be terminated with 30 days’ notice.
(1) ColTime SARL is controlled by the investment funds ColonyInvestors VI, LP and ColyzeoInvestors LP, which are managed by the Colony Capital,
LLC investment company.
(2) ColDay SARL is controlled by the investment funds ColonyInvestors VIII, LP and ColyzeoInvestors II, LP, which are managed by the Colony
Capital, LLC investment company.
(3) Controlled by Eurazeo SA.
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