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History

Signifi cant events in the development of the Company’s business

The Company as it exists today grew out of the transfer to ANF  Immobilier of property activities of companies that have now been dissolved. Following these transfers, ANF Immobilier’s business changed completely, so that it is now exclusively devoted to managing property assets.

Origins of the Company’s property business

1854 :  Foundation of Rue Impériale de Lyon, a limited company (société anonyme), which was responsible for the opening of Rue de la République, which was called Rue Impériale at the time;
1878 :  Foundation of Société Immobilière Marseillaise, bringing together the property companies involved in the development of the cut through from Vieux-Port to La Joliette;
1965 :  The partners of Lazard Frères & Cie acquire control of Rue Impériale de Lyon;
1967 :  Rue Impériale de Lyon makes a successful bid for Société Immobilière Marseillaise;
Between 1967 and 2002 : At the same time as operating their property assets, Rue Impériale de Lyon and its subsidiary, Société Immobilière Marseillaise, gradually diversified their business portfolio by setting up disposal and reinvestment program, and devoting part of their cash to purchasing shares and holding strategic investments. Through this policy, the two companies eventually became shareholders in Eurafrance, which became Eurazeo in 2002, following the merger with Azeo, a subsidiary company that was formerly known as Gaz et Eaux;
2002 :  Rue Impériale de Lyon bought out its subsidiary, Société Immobilière Marseillaise, and was renamed “Rue Impériale”
2004 :  Eurazeo, the Company that grew out of the merger of Eurafrance and Azeo, bought out its parent company, Rue Impériale, and took over its real estate assets;
2005 :  Eurazeo acquired 93% of ANF Immobilier from Finaxa, a member of the Axa Group, and transferred its property assets to the Company;
2006 :  On April 28, ANF Immobilier opted for the SIIC regime, with retroactive effect from January 1, 2006;
2007 :  On October 31, ANF  Immobilier bought a portfolio of 159 hotel properties in France operated by the B&B Hotels Group under the B&B and Villages Hôtel brands, for €471 million;
2008 :  On April  11, 2008 ANF  Immobilier purchased four property complexes and nine jointly-owned premises in Lyon for €18 million. This purchase specifically enabled ANF Immobilier to control almost all the Haussman-style properties on the Place de la République. Development of the partnership with B&B. Continued investment in Lyon and Marseille; Administrative approvals were obtained for all the projects in Marseille and for the Mansardes project in Lyon;
2009 :  ANF Immobilier sold assets worth almost €50 million in Lyon and Marseille as part of its asset rotation policy. Five B&B hotels were purchased for €20 million. Investments continued in Lyon and Marseille, as did the financing of works on certain B&B hotels;
2010 :  ANF Immobilier continued to develop its projects in Lyon and Marseille, investing a total of €64.9 million. Delivery of two development projects in Marseille and disposal of three properties in Lyon and seven properties in Marseille. The purchase of one B&B hotel and further investments in the redevelopment program amounted to €11.3 million.
2011 :  ANF  Immobilier continued its renovation and project development program investing in excess of €73 million during FY 2011. Lease of the Printemps department store in Lyon renewed, under favorable conditions for the Company. Disposals were completed valued at more than €41 million.
First acquisition outside the Company’s historic asset base in the Confluence district in Lyon, next to Perrache station. Finally, ANF Immobilier gained an initial foothold in a new city, Bordeaux.
2012 :  ANF  Immobilier continued its renovation and project development program investing in excess of €97 million during FY 2012.
The Company sold close to half of its portfolio for a total of €793 million. These disposals were followed by a repayment of the bank loan and distribution to shareholders amounting to €497 million.

Signifi cant events in ANF Immobilier’s development

ANF  Immobilier, which was originally known as “Ateliers de Construction du Nord de la France”, and then became ANF, then ANF Immobilier, was founded in 1882.

In the first half of the 20th  century, ANF Immobilier supported the country’s industrial development by building equipment used in building and operating railways, tramway systems and other means of transport, and by building viaducts, bridges, and sundry machines. This industrial activity was followed by a period during which ANF Immobilier became a holding company. When Axa acquired the Providence Group, which owned 26% of ANF  Immobilier, ANF Immobilier became part of the Axa Group. By the end of 1986, Axa controlled 45% of ANF Immobilier’s capital through a subsidiary company, Finaxa, which at that time was a holding company with a portfolio of industrial and property assets, including floors in the Tour Aurore building in the La Défense district in Paris. In 1990, various transactions on the markets, with investors and with Axa subsidiaries took Finaxa’s shareholding in ANF Immobilier to 93%. Following the disposal of Financière des Terres Rouges (Rivaud Group) and of 32% of Compagnie du Cambodge (a listed company that was part of the Rivaud Group) in 1997, ANF Immobilier’s assets only amounted to Axa shares and six floors in the Tour Aurore building. In October 2004 the floors in the Tour Aurore building were sold. ANF Immobilier’s assets at the time amounted only to cash and financial assets (primarily Axa shares).

In May 2004, Eurazeo merged with Rue Impériale, its parent company, and bought out the Company’s real estate assets, thus diversifying its assets under management. Following the merger with Rue Impériale in May 2004, Eurazeo decided to reorganize its property division. To promote the expansion of this property business, Eurazeo decided to turn the division and the relevant assets into a listed subsidiary with all the resources needed to maximize the value of those assets. The subsidiary would therefore be able to opt for the SIIC regime. It was against this background that Immobilière Bingen, a 99.9%-owned subsidiary of Eurazeo, acquired Finaxa’s stake in ANF Immobilier on March 24, 2005. At the time, this stake represented 95.45% of ANF Immobilier’s capital and 94.54% of the Company’s voting rights. On May 4, 2005, Eurazeo transferred its entire property division to ANF Immobilier.

In the final stage of these restructuring transactions, on May 9, 2005, Eurazeo transferred all the ANF Immobilier shares received as payment for the division that it had contributed to Immobilière Bingen, its subsidiary (under Article 210B bis of the French General Tax Code), so that Eurazeo’s stake in ANF Immobilier’s capital was wholly owned through this subsidiary.

As a result, ANF  Immobilier’s real estate assets now consist of properties historically owned by Rue Impériale and Immobilière Marseillaise (absorbed by Rue Impériale in 2002), and which were built between 1850 and 1870.

On October 31, 2007, ANF Immobilier completed the acquisition of a portfolio of 159 hotel properties for €471 million, including transfer duties and expenses. These assets are spread across the whole of France and are operated by B&B, the third-largest French budget hotel operator. A €300 million tranche of the transaction was financed from part of the proceeds of ANF Immobilier’s capital increase of October 25, 2007, which amounted to €335.1 million in total, while the remainder was funded by bank loans.

In November 2012, ANF Immobilier sold assets amounting to close to €788 million.

Organization chart

Please see Note 19 to the 2012 corporate financial statements for the list of subsidiaries and interest percentages.

histoire

*  See Section 2, Chapter VII