Obligation Accor 7.5% ( FR0010720045 ) en EUR

Accor

100 % ⇌

France

FR0010720045 ( en EUR )

7.5% par an ( paiement annuel )

04/02/2014 - Obligation échue

Prospectus brochure de l'obligation Accor FR0010720045 en EUR 7.5%, échue

50 000 EUR

600 000 000 EUR

Accor est un groupe hôtelier multinational français opérant une vaste gamme d'hôtels, de resorts et de résidences, à travers plusieurs marques et segments de marché.

L'Obligation émise par Accor ( France ) , en EUR, avec le code ISIN FR0010720045, paye un coupon de 7.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/02/2014

Prospectus dated 2 February 2009.

Accor
(a société anonyme incorporated in France)

600,000,000
7.5 per cent. Bonds due 2014
Issue Price: 99.428 per cent.
The 600,000,000 7.5 per cent. Bonds due 2014 (the "Bonds") of Accor (the "Issuer") will be issued outside the Republic of France
and will mature on 4 February 2014.
Interest on the Bonds will accrue at the rate of 7.5< per cent. per annum from 4 February 2009 (the "Issue Date") and will be payable
in Euro annually in arrear on 4 February in each year, commencing on 4 February 2010. Payments of principal and interest on the
Bonds will be made without deduction for or on account of taxes of the Republic of France (See "Terms and Conditions of the
Bonds--Taxation").
Unless previously purchased and cancelled, the Bonds may not be redeemed prior to 4 February 2014. The Bonds may, and in certain
circumstances shall, be redeemed, in whole but not in part, at their principal amount together with accrued interest in the event that
certain French taxes are imposed (See "Terms and Conditions of the Bonds--Redemption and Purchase").
The Bonds will, upon issue on 4 February 2009, be inscribed (inscription en compte) in the books of Euroclear France which shall
credit the accounts of the Account Holders (as defined in "Terms and Conditions of the Bonds--Form, Denomination and Title")
including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme
("Clearstream, Luxembourg").
The Bonds will be in dematerialised bearer form in the denomination of 50,000. The Bonds will at all times be represented in book
entry form (inscription en compte) in the books of the Account Holders in compliance with Article L.211-4 of the French Code
monétaire et financier. No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French
Code monétaire et financier) will be issued in respect of the Bonds.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, for the approval of this Prospectus for
the purposes of Directive 2003/71/EC (the "Prospectus Directive"). Application has also been made to the Luxembourg Stock
Exchange for the Bonds to be admitted to the official list of the Luxembourg Stock Exchange (the "Official List"). References in this
Prospectus to the Bonds being "listed" (and all related references) shall mean that the Bonds have been admitted to the Official List
and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated market
is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial
instruments.
The Bonds have been assigned a rating of BBB by Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies,
Inc. and a rating of BBB by Fitch Ratings Ltd.. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described in the section headed "Risk Factors" in this Prospectus.
Joint Lead Managers
DEUTSCHE BANK
NATIXIS
SOCIÉTÉ GÉNÉRALE
CORPORATE & INVESTMENT
BANKING

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This Prospectus has been prepared for the purpose of giving information with regard to ACCOR (the
"Issuer"), the Issuer and its subsidiaries and affiliates taken as a whole (the "Group") and the Bonds which
is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position and profit and losses of the Issuer.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint
Lead Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Bonds.
The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead
Managers to inform themselves about and to observe any such restrictions. The Bonds have not been and
will not be registered under the United States Securities Act of 1933 (the "Securities Act"). Subject to
certain exceptions, the Bonds may not be offered, sold or delivered within the United States or to the
account or benefit of U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")).
For a description of certain restrictions on offers and sales of Bonds and on distribution of this Prospectus,
see "Subscription and Sale".
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of this Prospectus
nor any sale made in connection herewith shall, under any circumstances, create any implication that there
has been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus
has been most recently amended or supplemented or that there has been no adverse change in the financial
position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that the information contained in it or any other information supplied in
connection with the Bonds is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
To the extent permitted by law, each of the Joint Lead Managers accepts no responsibility whatsoever for
the content of this Prospectus or for any other statement in connection with the Issuer.
The Joint Lead Managers have not separately verified the information contained in this Prospectus in
connection with the Issuer. None of the Joint Lead Managers makes any representation, express or implied,
or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this
Prospectus in connection with the Issuer. Neither this Prospectus nor any other financial statements are
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuer and the Joint Lead Managers that any recipient of this Prospectus or
any other financial statements should purchase the Bonds. Each potential purchaser of Bonds should
determine for itself the relevance of the information contained in this Prospectus and its purchase of Bonds
should be based upon such investigation as it deems necessary. None of the Joint Lead Managers
undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements
contemplated by this Prospectus nor to advise any investor or potential investor in the Bonds of any
information coming to the attention of any of the Joint Lead Managers.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area, references to "EUR" or "euro" or "" are to the single currency
introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended.

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TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................... 4
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ................ 8
RISK FACTORS.................................................................................................................................... 9
TERMS AND CONDITIONS OF THE BONDS ................................................................................ 12
USE OF PROCEEDS........................................................................................................................... 22
RECENT DEVELOPMENTS.............................................................................................................. 23
STATEMENT OF THE ISSUER IN RESPECT OF PROFIT BEFORE TAX AND NON
RECURRING ITEMS ESTIMATES........................................................................................... 42
TAXATION.......................................................................................................................................... 44
SUBSCRIPTION AND SALE ............................................................................................................. 46
GENERAL INFORMATION............................................................................................................... 48

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DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following documents which have
been previously published or are published simultaneously with the Prospectus and that have been filed
with the Commission de surveillance du secteur financier in Luxembourg:
(a)
the English translation of the 2007 reference document (document de référence) of the Issuer (the
"2007 Registration Document"), a French version of which was filed with the Autorité des
marchés financiers under registration N° D.08-0194, dated 3 April 2008; except for the second
paragraph of the section "Person responsible for the Registration Document" on page 243;
(b)
the English translation of the 2006 reference document (document de référence) of the Issuer (the
"2006 Registration Document"), a French version of which was filed with the Autorité des
marchés financiers under registration N° D.07-0267 dated 3 April 2007, except for the second
paragraph of the section "Person responsible for the Registration Document" on page 237;
(c)
the English translation of the semi-annual consolidated unaudited financial statements of the Issuer
as of 30 June 2008 (the "2008 Semi-Annual Accounts");
(d)
the press release by ACCOR dated 27 August 2008 (the "27 August 2008 Press Release");
(e)
the press release by ACCOR dated 1 September 2008 (the "1 September 2008 Press Release");
(f)
information on a legal proceeding in respect of Compagnie Internationale des Wagons Lits et du
Tourisme (CIWLT) (the "CIWLT Legal Proceeding"); and
(g)
ACCOR shareholding at 13 January 2009 (the "ACCOR Shareholding at 13 January 2009").

Such documents shall be incorporated in and form part of this Prospectus, save that any statement
contained in a document which is incorporated by reference herein shall be modified or superseded for the
purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such
earlier statement (whether expressly, by implication or otherwise). Any statement so modified or
superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.
Copies of the documents incorporated by reference in this Prospectus may be obtained without charge from
the primary business office of the Issuer, the Issuer's website (www.accor.com) and the website of the
Luxembourg Stock Exchange (www. bourse.lu). The following table cross-references the pages of this
Prospectus to the documents incorporated by reference with the main heading required under Annex IX of
the Commission Regulation No. 809/2004 implementing the Prospectus Directive.
Any information not listed in the following cross-reference list but included in the documents incorporated
by reference in this Prospectus is given for information purposes only.

4

Annex IX
2007
2006
2008 Semi-
27 August 2008
1 September
CIWLT Legal
ACCOR
Registration
Registration
Annual
Press Release
2008 Press
Proceeding
shareholding at
Document (page
Document (page
Accounts (page
Release
13 January 2009
number)
number)
number)
2. STATUTORY AUDITORS
244
238

3. RISK FACTORS
61-65
59-63

RELATED TO THE ISSUER
4. INFORMATION ABOUT

THE ISSUER
4.1. History and development
13-15;17-21;135-
12-13;15-18;128-
3-111

of the issuer
145;226-228;246
135;216-218;240
5.1. Principal activities

5.1.1. Description of the
4-12;48-56;146-
4-11;46-54;135-

issuer's principal activities
147
137
5.1.2. Basis for any statements
9
8

made by the Issuer on its
competitive position.
6. ORGANISATIONAL

STRUCTURE
6.1. Description of the group
204-205
194-195

and of the issuer's position
within it
6.2. Dependence relationships
57-60;214-219
55-58;204-209

within the group
7. TREND INFORMATION

5

7.1. Statement of no material
22
19

adverse change in the
prospects of the issuer since
the date of its last published
audited financial statements
9. ADMINISTRATIVE,

MANAGEMENT AND
SUPERVISORY BODIES
9.1. Information concerning
76-85
71-82

All pages
All pages

the administrative and
management bodies and their
names and functions of their
members in the issuer
9.2. Conflicts of interest
67
65

10. MAJOR

SHAREHOLDERS
10.1. Information concerning
107-108
101-102

All pages
control

11. FINANCIAL

INFORMATION
CONCERNING THE
ISSUER'S ASSETS AND
LIABILITIES, FINANCIAL
POSITION, AND PROFITS
AND LOSSES
11.1. Historical financial
115-208
109-198
3-111

information

6

- Balance sheet
116-117
110-111
4-5

- Income statement
115
109
3

- Accounting policies
125-208
119-198
13-111

and explanatory notes
11.2. Financial statements
115-208
109-198
3-111

11.3. Auditing of historical
114
108

annual financial information
11.4. Date of latest financial
115-208
109-198
3-111

information
11.5. Legal and arbitration
63;201
61;190;191

All pages

proceedings
11.6. Significant change in the
22
19-21

issuer's financial or trading
position
12. MATERIAL
240
234

CONTRACTS

7

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
To the best knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is
the case), the information contained in this Prospectus is in accordance with the facts and contains no
omission likely to affect the import of such information. The Issuer accepts responsibility accordingly.
ACCOR
2, rue de la Mare-Neuve
91000 Evry
France
Tel: +33.(0)1.45.38.18.52

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RISK FACTORS
The following are certain risk factors of the offering of the Bonds of which prospective investors should be
aware. Prior to making an investment decision, prospective investors should consider carefully all of the
information set out in this Prospectus, including in particular the following risk factors detailed below. This
description is not intended to be exhaustive and prospective investors should make their own independent
evaluations of all risk factors and should also read the detailed information set out elsewhere in this
Prospectus.
The terms defined in "Terms and Conditions of the Bonds" shall have the same meaning where used below.
Risks related to the Issuer
See "Documents incorporated by reference" in this Prospectus.
Risks related to the Bonds
The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits
and risks of investing in the Bonds and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall
investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Bonds, including where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the applicable
risks.
Risks related to the market generally
Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk,
interest rate risk and credit risk:
The secondary market generally
The Bonds may have no established trading market when issued, and one may never develop. If a market
does develop, it may not be very liquid. Therefore, investors may not be able to sell their Bonds in the
secondary market in which case the market or trading price and liquidity may be adversely affected or at
prices that will provide them with a yield comparable to similar investments that have a developed
secondary market.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Bonds in Euro. This presents certain risks relating to
currency conversions if an investor's financial activities are denominated principally in a currency or

9

currency unit (the "Investor's Currency") other than Euro. These include the risk that exchange rates may
change significantly (including changes due to devaluation of Euro or revaluation of the Investor's
Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify
exchange controls. An appreciation in the value of the Investor's Currency relative to the Euro would
decrease (i) the Investor's Currency-equivalent yield on the Bonds, (ii) the Investor's Currency-equivalent
value of the principal payable on the Bonds and (iii) the Investor's Currency-equivalent market value of the
Bonds.
Government and monetary authorities may impose (as some have done in the past) exchange controls that
could adversely affect an applicable exchange rate. As a result, investors may receive less interest or
principal than expected, or no interest or principal.
Interest rate risks
Investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely
affect the value of the Bonds.
The Bonds may be redeemed prior to maturity
In the event that the Issuer would be obliged to pay additional amounts payable in respect of any Bonds due
to any withholding as provided in Condition 4(b), the Issuer may redeem all outstanding Bonds in
accordance with such Terms and Conditions.
Exercise of put option in respect of certain Bonds may affect the liquidity of the Bonds in respect of
which such put option is not exercised
Depending on the number of Bonds in respect of which the put option provided in Condition 4(c) is
exercised, any trading market in respect of those Bonds in respect of which such put option is not exercised
may become illiquid.
Market value of the Bonds
The value of the Bonds depends on a number of interrelated factors, including economic, financial and
political events in France or elsewhere, including factors affecting capital markets generally and the stock
exchanges on which the Bonds are traded. The price at which a holder of Bonds will be able to sell the
Bonds prior to maturity may be at a discount, which could be substantial, from the issue price or the
purchase price paid by such purchaser.
Credit Rating may not reflect all risks

The ratings assigned by the Rating Agency to the Bonds may not reflect the potential impact of all risks
related to structure, market, additional factors discussed above, and other factors that may affect the value
of the Bonds. A rating is not a recommendation to buy, sell or hold securities and may be revised or
withdrawn by the Rating Agency at any time.
Change of law
The Terms and Conditions of the Bonds are based on the laws of France in effect as at the date of this
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to the
laws of France or administrative practice after the date of this Prospectus. Furthermore, the Issuer operates
in a heavily regulated environment and has to comply with extensive regulations in France and elsewhere.
No assurance can be given as to the impact of any possible judicial decision or change to laws or
administrative practices after the date of this Prospectus.

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