Obligation Accor SA 1.75% ( CH0245865842 ) en CHF

Accor SA

100 % ▼

France

CH0245865842 ( en CHF )

1.75% par an ( paiement annuel )

26/06/2022 - Obligation échue

Prospectus brochure de l'obligation Accor SA CH0245865842 en CHF 1.75%, échue

5 000 CHF

150 000 000 CHF

Accor SA est un groupe hôtelier français multinational opérant une large gamme d'hôtels, resorts et autres hébergements à travers le monde, sous diverses marques et segments de marché.

L'Obligation émise par Accor SA ( France ) , en CHF, avec le code ISIN CH0245865842, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/06/2022

Prospectus dated 25 June 2014

Accor
(a société anonyme incorporated in France)
CHF 150,000,000 1.75% Bonds 2014 2022 (the "Bonds")
Issuer's Name and
Accor, Immeuble Odyssey, 110, Avenue de France, F-75210 Paris Cedex 13, France
registered office:
Interest Rate:
1.75% p.a., payable annually in arrears on 27 June, for the first time on 27 June 2015.
Issue Price:
The Syndicate Banks have purchased the Bonds at 100.637% of the nominal amount
(before commission).
Placement Price:
The Placement Price of the Bonds will be fixed in accordance with supply and demand.
Payment Date:
27 June 2014
Maturity Date:
27 June 2022, redemption at par.
Early Redemption by the For tax reasons or as described in Condition 3(c), at par in accordance with the terms of the
Issuer:
Bonds.
Early Redemption Option Upon a Change of Control of the Issuer, in accordance with the terms of the Bonds.
of the Holder:
Reopening of the Issue
The Issuer reserves the right to reopen this issue according to the terms of the Bonds.
Denominations:
CHF 5'000 nominal and multiples thereof.
Form of the Bonds:
The Bonds will be represented by a Permanent Global Certificate. The Bonds will be
registered as intermediated securities (Bucheffekten) in the main register (Hauptregister)
with SIX SIS Ltd. Investors do not have the right to request the printing and delivery of
definitive Bonds.
Covenants:
Pari Passu, Negative Pledge, Events of Default (including Cross Default), in accordance with
the terms of the Bonds.
Listing and Trading:
Listing will be applied for in accordance with the standard for Bonds of the SIX Swiss
Exchange. The Bonds have been provisionally admitted to trading on the SIX Swiss Exchange
on 25 June 2014. The last trading day of the Bonds will be 23 June 2022.
Governing Law
The Bonds are governed by, and construed in accordance with Swiss law. Place of
and Jurisdiction:
jurisdiction for the Bonds and all related contractual documentation shall be Zurich.
Selling Restrictions:
In particular U.S.A., U.S. persons, European Economic Area, United Kingdom and France.
Rating:
The Bonds have been rated "BBB-" by Standard & Poor's and "BBB-" by Fitch.
Security Number /
24.586.584 / CH0245865842 / 108111402
ISIN / Common Code:

UBS Investment Bank
Commerzbank
together the "Syndicate Banks"

SELLING RESTRICTIONS
General
Save for having listed the Bonds at the SIX Swiss Exchange, no action has been or will be taken in any jurisdiction
by the Issuer or the Syndicate Banks that would permit a public offering of the Bonds, or possession or distribution
of any offering material in relation thereto, in or from any country or jurisdiction where action for that purpose is
required. In addition to the specific selling restrictions set out below, each Syndicate Bank undertakes to comply
with all applicable laws and regulations in each country or jurisdiction in which it purchases or in or from which it
offers, sells or delivers the Bonds or has in its possession or distributes any offering material in respect of the
Bonds.
United States of America
The Bonds are issued in bearer form and have not been and will not be registered under the U.S. Securities Act of
1933 (the "Securities Act") and may not be offered or sold within the United States of America (the "United
States") or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
(A)
The Issuer and the Syndicate Banks have offered or sold the Bonds, and will offer and sell the Bonds (i) as
part of their distribution at anytime and (ii) acquired otherwise until 6 August 2014 (40 days after the Issue Date)
(the "Distribution Compliance Period"), only in accordance with Rule 903 of Regulation S under the Securities Act.
Terms used in this paragraph (A) have the meanings given to them by Regulation S.
Accordingly, neither the Issuer, the Syndicate Banks and their affiliates nor any persons acting on their behalf have
engaged or will engage in any directed selling efforts with respect to the Bonds, and they have complied and will
comply with the offering restrictions requirement of Regulation S. The said Syndicate Banks have agreed that, at or
prior to confirmation of sale of the Bonds, they will have sent to each distributor, dealer or person receiving a
selling concession, fee or other remuneration that purchases Bonds from them during the Distribution Compliance
Period, a notice to substantially the following effect:
"The Bonds covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act")
and may not be offered or sold within the United States of America or to, or for the account or benefit of U.S.
persons (i) as part of their distribution at any time and (ii) otherwise acquired until 6 August 2014 except in either
case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them
by Regulation S."
(B)
The Syndicate Banks have not entered and will not enter into any contractual arrangement (other than this
Agreement) with respect to the distribution or delivery of the Bonds, except with their affiliates or with the prior
written consent of the Issuer.
(C)
In addition, the Syndicate Banks:
(1) except to the extent permitted under U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the "D Rules"), (a) have neither
offered to sell nor sold, and during the restricted period will neither offer to sell nor sell, the Bonds in bearer form
to a person who is within the United States or its possessions or to a U.S. person, and (b) have not delivered and
will not deliver, within the United States or its possessions, any Bonds in definitive bearer form that may be sold
during the restricted period;
(2) have represented and agreed that they have, and throughout the restricted period will have, in effect
procedures reasonably designed to ensure that their employees or agents who are directly engaged in selling the
Bonds in bearer form are aware that such Bonds may not be offered or sold during the restricted period to a
person who is within the United States or its possessions, or to a U.S. person, except as permitted by the D Rules;
(3) if one or more of the Syndicate Banks is a U.S. person, each such Syndicate Bank has represented that it is
acquiring the Bonds in bearer form for the purposes of resale in connection with the original issuance of the Bonds
and if it retains the Bonds in bearer form for its own account, it will only do so in accordance with the
requirements of U.S. Treas. Reg. §1.163-5(c)(2)(i)(D)(6);
(4) have represented and agreed that the Bonds will be offered and sold in accordance with practices and
documentation customary in Switzerland;
(5) will use reasonable efforts to sell the Bonds within Switzerland;
(6) have represented and agreed that more than 80% by value of the Bonds will be offered and sold to persons
who are not distributors by distributors maintaining an office located in Switzerland;
(7) have not applied, and will not apply, for listing of the Bonds on any exchange outside Switzerland; and
(8) with respect to each affiliate that acquires from the a Syndicate Bank the Bonds in bearer form for the purpose
of offering or selling such Bonds during the restricted period, the Syndicate Bank repeats and confirms the
representations and agreements contained in clauses (1) through (7) on behalf of such affiliate.
2

Terms used in this paragraph (C) have the meanings given to them by the U.S. Internal Revenue Code and the
regulations thereunder, including the D Rules.
The Syndicate Banks agree that all offering materials and documents used in connection with offers and sales of
the Bonds prior to the expiration of the Restricted Period shall include the following language:
"The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit
of, U.S. persons except in accordance with Regulation S under the Securities Act."
European Economic Area
Each Syndicate Bank has represented and agreed that it has not offered and will not offer any Bonds to persons in
any Member State of the European Economic Area, except that it may offer Bonds in any Member State:
(a)
at any time to a legal entity which is a qualified investor as defined in the Prospectus Directive1; or
(b)
at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of
the 2010 PD Amending Directive2, 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) as permitted under the Prospectus Directive, subject to obtaining the prior consent of the
relevant bank or banks nominated by the company for any such offer; or
(c)
in any circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article
3(2) of the Prospectus Directive.
For the purposes of this provision, the expression "offer" in relation to any Bonds in any Member State means the
communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to
be offered so as to enable an investor to decide to purchase or subscribe the Bonds, as the same may be varied in
that Member State by any measure implementing the Prospectus Directive in that Member State.
United Kingdom
Each Syndicate Bank has represented and agreed that:
(a)
in relation to any Bonds which have a maturity of less than one year, (i) it is a person whose ordinary
activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the
purposes of its business and (ii) it has not offered or sold and will not offer or sell any Bonds other than to persons
whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or
as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or
dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the notes
would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the
"FSMA") by the Issuer;
(b)
it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of
the FSMA) received by it in connection with the issue or sale of any Bonds in circumstances in which Section 21(1)
of the FSMA does not apply to the Issuer; and
(c)
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to any Bonds in, from or otherwise involving the United Kingdom.
France
Each Syndicate Bank has represented and agreed that it has not offered or sold and will not offer or sell, directly or
indirectly, any Bonds to the public in France and has not distributed or caused to be distributed and will not
distribute or cause to be distributed to the public in France, directly or indirectly, the Prospectus or any other
offering material relating to the Bonds and such offers, sales and distributions have been and will be made in
France only to (a) persons providing investment services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), and/or
(b) qualified investors (investisseurs qualifiés) acting on their own account, as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier.

1 Prospectus Directive means Directive 2003/71/EC as amended by Directive 2010/73/EC.
2 Amending Directive means Directive 2010/73/EC
3

FORWARD LOOKING STATEMENTS
This Prospectus (as defined below) contains certain forward-looking statements and information relating to Accor
that are based on the current expectations, estimates, plans, strategic aims, vision statements, and projections of
their management and information currently available to Accor.
These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may
cause the actual results of operations, financial condition, performance or achievements of the Issuer to be
materially different from any future results, financial condition, performance or achievements expressed or implied
by such forward-looking statements. Terms and phrases such as "will", "believe", "expect", "anticipate",
"intend", "plan", "predict", "estimate", "project", "target", "assume", "may" and "could", and variations of
these words and similar expressions, are intended to identify forward-looking statements but are not the exclusive
means of identifying such statements.
Neither the Issuer, nor the Syndicate Banks undertake an obligation to update any forward-looking statement,
even if new information, future events or other circumstances have made them incorrect or misleading.

4

TABLE OF CONTENTS
Selling Restrictions .................................................................................................................................................. 2
Forward Looking Statements ................................................................................................................................... 4
Table of Contents ................................................................................................................................................... 5
Risk Factors ............................................................................................................................................................. 6
General Information ................................................................................................................................................ 7
Information on the Bonds ....................................................................................................................................... 8
Information on the Issuer ........................................................................................................................................ 9
Taxation ................................................................................................................................................................ 12
Responsibility Statement ....................................................................................................................................... 14
Terms of the Bonds ............................................................................................................................................... 15
2013 Registration Document and Financial Statements ............................................................................... Annex A
Press Release Quarterly Information ........................................................................................................... Annex B
Further Relevant Media Releases ................................................................................................................. Annex C

5

RISK FACTORS
For an overview of the risk factors please refer to pages 133 et seq. in the 2013 Registration Document attached
herein as Annex A.

6

GENERAL INFORMATION
Notice to Investors
The listing prospectus (the "Prospectus") shall be read and construed on the basis that the annexes hereto are
deemed to be incorporated in, and to form part of, this Prospectus.
The financial institutions involved in the issuance and offering of the Bonds are banks, which directly or indirectly
have participated, or may participate, in financing transactions and/or may participate, in financing transactions
and/or other banking business with the Issuer, which are not disclosed herein.
Investors are advised to familiarise themselves with the entire content of this Prospectus.
Documents Available
Copies of this Prospectus are available at UBS AG, Prospectus Library, P.O. Box, CH-8098 Zurich, Switzerland, or
can be ordered by telephone (+41-44-239 47 03), fax (+41-44-239 69 14) or by e-mail [email protected].
Prospectus
This Prospectus is available in English language only and provides information about the Issuer and the Bonds. This
Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Bonds.
No person has been authorized to give any information or make any representation in connection with the offering
of the Bonds other than as stated herein and any other information or representation if given or made should not
be relied upon as having been authorised by the Issuer and the Syndicate Banks. Neither the delivery of this
Prospectus, nor the issue of the Bonds nor any sale thereof shall, in any circumstances, create any implication that
there has been no material adverse change in the affairs of the Issuer since the date hereof.

7

INFORMATION ON THE BONDS
Authorisation
Pursuant to a resolution of the Board of Directors of the Issuer dated 16 June 2014 and the Subscription
Agreement dated 25 June 2014 between the Issuer, UBS AG, acting through its business division UBS Investment
Bank ("UBS AG"), and Commerzbank Aktiengesellschaft, together called the "Syndicate Banks", the Issuer has
decided to issue the Bonds of CHF 150,000,000 to be paid on 27 June 2014 and maturing on 27 June 2022.
Use of Net Proceeds
The net proceeds of the Bonds, being the amount of CHF 149,330,500 (the "Net Proceeds") will be used by the
Issuer for general corporate purposes. None of the Syndicate Banks shall have any responsibility for, or be obliged
to concern itself with, the application of the Net Proceeds of the Bonds.
Notices
All notices in relation to the Bonds will be published in electronic form on the internet site of the SIX Swiss
Exchange under the section headed Official Notices
(http://www.six-exchange-regulation.com/publications/published_notifications/official_notices_en.html).
Representation
In accordance with Article 43 of the Listing Rules of the SIX Swiss Exchange, UBS AG has been appointed by the
Issuer as representative to lodge the listing application with the SIX Swiss Exchange.

8

INFORMATION ON THE ISSUER
Name, registered office, location
Accor, Immeuble Odyssey, 110, Avenue de France, 75210 Paris, France
Incorporation, duration
Accor was incorporated on 22 April 1960 and will be dissolved on 22 April 2059 unless it is wound up in advance
or its term is extended.
System of law, legal form, register
Accor is a joint stock company (société anonyme) governed by the applicable French laws and regulations,
including Articles L. 225-17 to L. 225-56 of the French Commercial Code. The Issuer is registered at the Tribunal de
Commerce in Paris under number 602,036,444, business identification (APE) Code: 7010Z.
Purpose
(Article 3 of the Bylaws)
The Company's corporate purpose is to engage in the following activities, in France and other countries, for its
own account, on behalf of third parties, or jointly with third parties:
· the ownership, financing and management, directly, indirectly, or under specified mandates, of hotels,
restaurants and bars of any nature or category and, more generally, any establishment related to lodging,
food, tourism, leisure, and services;
· the economic, financial, and technical review of projects and, generally, all services related to the
development, organization and management of the above-mentioned establishments, including all actions
related to their construction or the provision of any related consulting services;
· the review and provision of services intended to facilitate the supply of meals to employees in companies,
institutions and other organizations;
· the creation of any new company and the acquisition of interests by any method in any company operating in
any business;
· all civil, commercial, industrial and financial transactions, involving both securities and property, related to the
purposes of the Company and all similar or related purposes.
Board of Directors / Management
Board of Directors
Sébastien Bazin - Chairman and CEO
Philippe Citerne * - Vice-Chairman of the Board
Non-executive Chairman of Télécom & Management SudParis (educational and research institute)
Jean-Paul Bailly* - Former Chairman and Chief Executive Officer of RATP, Honorary President of the French Post
Office (Groupe la Poste)
Mercedes Erra* - Executive President of Havas Worldwide
Sophie Gasperment* - Group General Manager, Financial Communication and Strategic Prospective of L'Oréal
Iris Knobloch* - Chairman of Warner Bros Entertainment France
Bertrand Meheut* - Chairman of Group Canal+ Management Board
Virginie Morgon - Member of the Executive Board and Executive Vice-President of Eurazeo
Nadra Moussalem - Principal and Co-head of Colony Capital Europe
Patrick Sayer - Chairman of the Executive Board of Eurazeo
* Independent Director
Ex ecutiv e Committee
Sébastien Bazin Chairman and CEO
9

Sven Boinet Deputy CEO (Chief Transformation Officer, Human Resources and Legal)
Vivek Badrinath Deputy CEO (Marketing, Digital Solutions, Distribution and Information Systems)
Sophie Stabile Chief Financing Officer
Christophe Alaux CEO HotelServices France
Roland de Bonadona CEO HotelServices Americas
Jean-Jacques Dessors CEO HotelServices Mediterranean, Middle-East and Africa
Michael Issenberg CEO HotelServices Asia-Pacific
Peter Verhoeven CEO HotelServices Northern, Central and Eastern Europe
John Ozinga CEO HotelInvest
The business address of the members of the administrative and management bodies of the Issuer is located at
Immeuble Odyssey, 110 avenue de France, 75210 Paris Cedex 13, France.
Auditors
Ernst & Young et Autres (1/2, place des Saisons, 92400 Courbevoie, F-Paris-La Défense 1) and Deloitte & Associés
(185, avenue Charles de Gaulle, BP 136, F-92203 Neuilly-sur-Seine) are the statutory auditors of the Issuer.
Ernst & Young et Autres and Deloitte & Associés have audited, and rendered unqualified reports on, the
consolidated financial statements of the Issuer as at, and for the two years ended, 31 December 2012 and 31
December 2013.
Ernst & Young et Autres and Deloitte & Associés are registered as Commissaires aux Comptes (members of the
Compagnie Nationale des Commissaires aux Comptes) and regulated by the Haut Conseil du Commissariat aux
Comptes.
Principal activities
Accor, the world's leading hotel operator and market leader in Europe, is present in 92 countries with more than
3,500 hotels and 450,000 rooms. Accor's broad portfolio of hotel brands Sofitel, Pullman, MGallery, Grand
Mercure, Novotel, Suite Novotel, Mercure, Adagio, ibis, ibis Styles, ibis budget and hotelF1 provides an extensive
offer from luxury to economy. With more than 160,000 employees in Accor brand hotels worldwide, the Group
offers its clients and partners 45 years of know-how and expertise.
For further information please refer to page 4 et seq. of the 2013 Registration Document (Annex A).
Court, arbitral and administrative proceedings
Save as disclosed in the 2013 Registration Document on pages 134 to 135 and 271 to 273, neither the Issuer nor
any of its consolidated subsidiaries is involved in any governmental, legal or arbitration proceedings (including any
such proceedings which are pending or threatened of which the Issuer is aware), during the 12 months preceding
the date of this Prospectus which may have, or have had in the recent past, significant effects on the Issuer or the
Group's financial position or profitability.
Capital structure
At 31 May 2014, the Issuer's share capital amounted to 684,768,351, divided into 228,256,117 common shares
with a par value of 3.00, all fully paid-up and all in the same class. Shares may be held in either registered or
bearer form. The Issuer avails itself of legal procedures to identify its shareholders. Shares are freely transferable
within legal and regulatory limits. The transfer of shares, regardless of price or terms, is made by account transfer,
pursuant to regulations in force.
Outstanding conversion and option rights and bonds
Please refer to pages 146-149, 155, 246 to 250 and 302 of the 2013 Registration Document.
Own equity securities
As of 31 May 2014, Accor did not hold any shares in treasury.

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Document Outline

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