2014 Registration Document and Annual Financial Report - page 314

Capital and ownership structure
Ownership structure
6
The main clauses of the agreement are as follows:
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an undertaking to cast the same votes on strategic matters at
Board of Directors’ meetings;
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an undertaking to cast the same votes at Accor Shareholders’
Meetings;
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an agreement that the parties should have equal representation
on Accor’s Board;
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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;
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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;
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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;
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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;
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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;
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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;
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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;
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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;
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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.
On December 6, 2012, the concert group increased its interest to
more than 30% of the Company’s voting rights, simply because of a
decrease in the number of total voting rights outstanding. In line with
its General Regulations, and given the concert group’s undertaking
not to «actively increase» its interest in the Company, the AMF has
waived the concert group’s obligation to file a public tender offer.
Items likely to have an influence
in the event of a public takeover offer
To the best of the issuer’s knowledge, there are no items likely to
have a material influence on the execution of lease, management
or franchise contracts in the event of public takeover bid.
On the other hand, as mentioned on page 126 above, certain
financing contracts contain change of control clauses.
6.3.2. DIVIDENDS
Year
Shares
outstanding at
December 31
Dividend
for the year
(in euros)
Paid on
Share price
(in euros)
Yield based
on year-end
closing price
High
Low
Year-end
closing
2010
226,793,949
0.62 June 6, 2011
34.03
22.26
33.29
1.86%
2011
227,251,446
1.15 June 14, 2012
36.20
17.03
19.59
5.87%
2012
227,277,972
0.76 June 5, 2013
27.76
18.32
26.70
2.85%
2013
228,053,102
0.80 June 4, 2014
34.32
24.54
34.30
2.33%
2014
231,836,399
0.95
(1)
June 3, 2015
39.58
28.87
37.34
2.54%
(1) Submitted for approval at the Annual Shareholders’ Meeting of April 28, 2015.
No interim dividend was paid. Dividends are paid through Euroclear
France.
Dividends not claimed within five years from the date of payment
are forfeited, as provided for by law.
The Board of Directors will recommend that shareholders at the
Combined Ordinary and Extraordinary Shareholders’ Meeting of
April 28, 2015 approve the payment of a 2014 dividend of €0.95
per share. Shareholders may opt to receive the entire dividend in
cash or to receive half in cash and reinvest the other half in new
shares, at a 5% discount.
Registration Document 2014
312
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