Issy-les-Moulineaux, August 8, 2023
NOT TO BROADCAST, PUBLISH OR DISTRIBUTE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS ILLEGAL TO BROADCAST, PUBLISH OR DISTRIBUTE THIS COMMUNICATION.
Neither this announcement nor the Consent Solicitation Memorandum constitutes an invitation to participate in the Consultation in any jurisdiction in which, or to a person to or on behalf of whom, it is unlawful to make such an invitation. invitation or there is such participation under applicable securities laws or regulations. The distribution of this announcement or the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law or regulation. Persons in possession of this announcement or the Consent Solicitation Memorandum are required by the Issuer (as defined below), Citigroup Global Markets Limited, HSBC Continental Europe and JP Morgan SE (the “Solicitation Agents”), DF King (the “Information and Reconciliation Agent”) and Citibank, NA and BNP Paribas (the “Tax Agents”) to inform themselves about and to observe these restrictions.
Sodexo hereby announces the results of the adjourned meetings relating to the consultation of the holders of the bonds listed below launched on July 3, 2023 in the context of the spin-off project by the Issuer of its Benefits & Rewards business line ( “BRS”)
1
.
The terms of consultation are detailed, according to the bonds concerned, in the Consent Solicitation Memorandum of July 3, 2023, as amended, and the notices of meeting, which have been made available to holders in accordance with the terms of these bonds.
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Sodexo Bonds |
ISIN / Common code |
Result |
Bonds in the amount of 500,000,000 euros at the rate of 0.500 percent maturing on January 17, 2024 | ISIN: XS2203995910 Common code: 220399591 | Approval |
Bonds in the amount of 800,000,000 euros at the rate of 0.750 percent maturing on April 14, 2027 | ISIN: XS1505132602 Common code: 150513260 | Approval |
Bonds in the amount of 500,000,000 euros at the rate of 1.000 percent maturing on July 17, 2028 | ISIN: XS2203996132 Common code: 220399613 | Approval |
Bonds in the amount of 800,000,000 euros at the rate of 1.000 percent maturing on April 27, 2029 | ISIN: XS2163333656 Common code: 216333365 | Approval |
Warning
By participating in the Consultation and attending, and/or transmitting voting instructions or approving a proxy in connection with the Meeting, Bondholders will be deemed to have made and given the representations, warranties and covenants set forth in the Consent Solicitation Memorandum.
In particular, the Proposal is not made to Bondholders who are persons residing or located in a jurisdiction where the proposal would not comply with the securities laws of such jurisdictions.
Neither the Consent Solicitation Memorandum nor this announcement constitutes an invitation to participate in the Consent Solicitation in any jurisdiction where, or to a person to whom, it is unlawful to make such invitation or that there is such participation. under applicable securities laws or regulations. The distribution of the Consent Solicitation Memorandum and this announcement in certain jurisdictions may be restricted by law or regulation.
Persons in possession of the Consent Solicitation Memorandum and this announcement are required by the Issuer, the Solicitation Agents, the Tax Agents and the Information and Counting Agent to inform themselves of and to observe any such restrictions. . The Issuer, the Solicitation Agents, the Tax Agents and the Information and Reconciliation Agent shall not incur any liability for their own failure or the failure of any other person to comply with the provisions of these restrictions.
Neither the Consent Solicitation Memorandum nor this release constitutes an offer to sell securities in the United States or to any US person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Bonds have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to US persons, or for their account or benefit, unless an exemption from the registration requirements of the Securities Act applies.
For the purposes of the Consent Solicitation Memorandum and this release, “
UNITED STATES
means the United States of America, its territories and dependencies, any state of the United States of America and the District of Columbia. Terms used in this paragraph have the meanings given to them by the Securities Act.
In addition, communication of the Consent Solicitation Memorandum, this announcement and any other documents or materials relating to the Proposal is not made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (“
FSMA
“). Accordingly, these documents and/or materials are not being distributed and should not be passed on to the general public in the UK. These documents and/or materials are only intended for and may only be communicated to (1) any person referred to in section 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which includes a creditor or a member of the Issuer, and (2) to any other person to whom these documents and/or materials may lawfully be communicated in circumstances where Article 21(1) of the FSMA does not apply.
About Sodexo
Founded in 1966 in Marseille by Pierre Bellon, Sodexo is the world leader in sustainable food and high value-added experiences, at all stages of life: education, work, care or entertainment. Present in 53 countries, our 422,000 employees serve 100 million consumers every day. The Group stands out for its independence and its controlling family shareholding, its responsible growth model and its portfolio of activities including Food and Facilities Management services and employee benefit solutions. This diversified offer responds to all day-to-day challenges with a dual objective: to improve the quality of life of our employees and all those we serve, and to contribute to economic and social development as well as to the protection of the environment in the territories where we operate. For Sodexo, growth and social commitment go hand in hand. Offering a better daily life to everyone to build a better life for all is our raison d’être.
Sodexo is a member of the CAC Next 20, CAC 40 ESG, CAC SBT 1.5, FTSE 4 Good and DJSI indices.
Key figures
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contacts
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Investor Relations |
Media |
Virginia Jeanson | Mathieu Scaravetti |
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See Sodexo press release dated July 3, 2023 available on its website (www.sodexo.com).
Attachment
CP Sodexo – Results of the shareholder consultation – August 8, 2023 – FR