Solicitation of consents by Sodexo – Extension of the Early
Instruction Deadline
Issy-les-Moulineaux, July 14, 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION OR TO ANY PERSON LOCATED OR RESIDENT
IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT.
Neither this announcement nor the Consent
Solicitation Memorandum constitutes an invitation to participate in
the Consent Solicitation in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or
for there to be such participation under applicable securities laws
or regulations. The distribution of this announcement or of the
Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law or regulations. Persons into whose possession
this announcement or the Consent Solicitation Memorandum comes are
required by the Issuer (as defined below), Citigroup Global Markets
Limited, HSBC Continental Europe and J.P. Morgan SE (the
“Solicitation Agents”), D.F. King (the
“Information and Tabulation Agent”) and Citibank,
N.A. and BNP Paribas (the “Fiscal Agents”) to inform
themselves about, and to observe, any such restrictions.
Notice regarding extension of the Early
Instruction Deadline in respect of the solicitation of consents
by SODEXO (incorporated as a société anonyme in
France) (the “Issuer”) in relation to the following
bonds:
Description of Bonds |
ISIN / Common Code |
Outstanding principal amount of Bonds |
Early Voting Fee(as a % of the principal
amount) |
EUR 500,000,000 0.500 per cent. Bonds due 17 January
2024 (the “2024 Bonds”) |
ISIN: XS2203995910 Common Code: 220399591 |
EUR 500,000,000 |
0.25% |
EUR 700,000,000 0.750 per cent. Bonds due 27 April 2025 (the
“April 2025 Bonds”) |
ISIN: XS2163320679 Common Code: 216332067 |
EUR 700,000,000 |
EUR 300,000,000 1.125 per cent. Bonds due 22 May 2025 (the
“May 2025 Bonds”) |
ISIN: XS1823513343 Common Code: 182351334 |
EUR 300,000,000 |
EUR 500,000,000 2.500 per cent. Bonds due 24 June 2026 (the
“2026 Bonds”) |
ISIN: XS1080163964 Common Code: 108016396 |
EUR 500,000,000 |
EUR 800,000,000 0.750 per cent. Bonds due 14 April 2027 (the
“2027 Bonds”) |
ISIN: XS1505132602 Common Code: 150513260 |
EUR 800,000,000 |
GBP 250,000,000 1.750 per cent. Bonds due 26 June 2028 (the
“June 2028 Bonds”) |
ISIN: XS2017471983 Common Code: 201747198 |
GBP 250,000,000 |
EUR 500,000,000 1.000 per cent. Bonds due 17 July 2028 (the
“July 2028 Bonds”) |
ISIN: XS2203996132 Common Code: 220399613 |
EUR 500,000,000 |
EUR 800,000,000 1.000 per cent. Bonds due 27 April 2029 (the
“2029 Bonds” and together with the bonds listed in
this table, the “Bonds”) |
ISIN: XS2163333656 Common Code: 216333365 |
EUR 800,000,000 |
On July 3, 2023, the Issuer announced its
invitation to Bondholders of each Series of Bonds (such invitation,
the “Consent Solicitation”) to consider and, if
thought fit, approve certain approvals and waivers by way of an
extraordinary resolution of the Bondholders of each Series of Bonds
(each, the “Extraordinary Resolution”), at the
relevant Meeting, in accordance with the Conditions and the Fiscal
Agency Agreement for each Series of Bonds, all as further described
in the Consent Solicitation Memorandum dated July 3, 2023 (the
“Consent Solicitation Memorandum”). Capitalized
terms used in this notice and not otherwise defined shall have the
meanings given to them in the Consent Solicitation Memorandum.
Pursuant to the Consent Solicitation Memorandum,
the Issuer reserves the right to extend or amend the Early
Instruction Deadline in respect of the Consent Solicitation at its
sole and absolute discretion.
In order to provide Bondholders with further
time to submit valid Electronic Voting Instructions that would be
eligible to receive the Early Voting Fee, notice is hereby given by
the Issuer that with immediate effect, the Early Instruction
Deadline shall be extended from 5.00 pm (Paris time) on July 13,
2023 to 5.00 pm (Paris time) on July 20, 2023 (being the same time
and date as the Instruction Deadline). Accordingly, all references
to the Early Instruction Deadline in the Consent Solicitation
Memorandum shall be deemed to refer to 5.00 pm (Paris time) on July
20, 2023.
Each Bondholder from whom a valid Electronic
Voting Instruction (in favor of the relevant Extraordinary
Resolution) is received by the Information and Tabulation Agent by
5.00 pm (Paris time) on July 20, 2023 will be eligible to receive
the Early Voting Fee, subject to the terms and conditions set forth
in the Consent Solicitation Memorandum.
Those Bondholders who already validly submitted
their Electronic Voting Instructions do not need to take any
further action.
All other terms and conditions of the Consent
Solicitation remain unchanged and are as set out in the Consent
Solicitation Memorandum.
Further Details of the Consent
Solicitation
The Consent Solicitation Memorandum, each Fiscal
Agency Agreement and each Notice of Meeting are available for
viewing on the Consent Website. Additionally, Bondholders may, at
any time during normal business hours on any weekday (Saturdays,
Sundays and bank and other public holidays in the relevant
jurisdiction excepted) prior to the Meetings, inspect copies of
such documents at the office of the Issuer set out below. Any
questions regarding the terms of the Proposal or the Consent
Solicitation may be directed to the Issuer, the Solicitation Agents
or the Information and Tabulation Agent at the addresses and
telephone numbers specified below:
The Issuer
SODEXO 255, quai de la
Bataille-de-Stalingrad, 92130 Issy-les-Moulineaux, France
Bondholders who have questions regarding
the Proposal may contact:
The Solicitation Agents
Citigroup Global Markets
LimitedCitigroup CentreCanada SquareCanary WharfLondon E14
5LBUnited KingdomAttention: Liability Management Group Telephone:
+44 20 7986 8969Email: liabilitymanagement.europe
@citi.comHSBC Continental Europe 38, avenue
Kléber75116 ParisFrance Attention: Liability Management, DCM
Telephone: +44 (0) 20 7992 6237 Email: LM_EMEA@hsbc.com
J.P. Morgan SETaunustor 1 (TaunusTurm)60310
Frankfurt am MainGermanyAttention: EMEA Liability Management Group
Telephone: +44 20 7134 2468Email: liability_management_EMEA
@jpmorgan.com
Requests for documents or information in relation to the
procedures for submitting Voting Instructions should be directed
to: |
D.F. King |
In New York:48 Wall Street. 22nd FloorNew York, New York
10005United States Banks and Brokers call: +1212 269 5550All
others call toll free (U.S. only): (800) 549-6697 |
In London:65 Gresham StreetLondon EC2V 7NQUnited Kingdom Tel.
+44 20 7920 9700 |
In Hong Kong:Suite 1601, 16/F, Central Tower28 Queen’s Road
CentralHong Kong Tel: +852 3953 7208 |
Email: sodexo@dfkingltd.comConsent Website:
https://www.dfkingltd.com/sodexo/ |
DISCLAIMER
By participating in the Consent Solicitation and
attending, and/or submitting Voting Instructions or approving a
proxy in relation to the Meeting, the Bondholders will be deemed to
have made and given the representations, warranties and
undertakings set out in the Consent Solicitation Memorandum.
In particular, the Proposal is not being made to
Bondholders who are persons resident or located in any jurisdiction
in which the making of the Proposal would not be in compliance 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 in which, or to any person
to whom, it is unlawful to make such invitation or for there to be
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 laws or
regulations.
Persons into whose possession the Consent
Solicitation Memorandum and this announcement comes are required by
each of the Issuer, the Solicitation Agents, the Fiscal Agents, and
the Information and Tabulation Agent to inform themselves about,
and to observe, any such restrictions. None of the Issuer, the
Solicitation Agents, the Fiscal Agents or the Information and
Tabulation Agent will incur any liability for its own failure or
the failure of any other person or persons to comply with the
provisions of any such restrictions.
Neither the Consent Solicitation Memorandum nor
this announcement is an offer of securities for sale in the United
States or to any U.S. 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, or for the account or benefit of,
U.S. persons, unless an exemption from the registration
requirements of the Securities Act is available.
For the purpose of the Consent Solicitation
Memorandum and this announcement, “United States”
means the United States of America, its territories and
possessions, any state of the United States of America and the
District of Columbia. Terms used in this paragraph have the meaning
given to them by the Securities Act.
In addition, the communication of the Consent
Solicitation Memorandum, this announcement and any other documents
or materials relating to the Proposal is not being 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, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom. Such
documents and/or materials are only directed at and may only be
communicated to (1) any person within Article 43(2) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, which includes a creditor or member of the Issuer, and (2) to
any other persons to whom these documents and/or materials may
lawfully be communicated in circumstances where section 21(1) of
the FSMA does not apply.
***
About Sodexo
Founded in Marseille in 1966 by Pierre Bellon, Sodexo is the
global leader in sustainable food and valued experiences at every
moment in life: learn, work, heal and play. Operating in 53
countries, our 422,000 employees serve 100 million consumers each
day. The Sodexo Group stands out for its independence and its
founding family shareholding, its responsible business model and
its portfolio of activities including Food Services, Facilities
Management Services and Employee Benefit Solutions. This
diversified offer meets all the challenges of everyday life with a
dual goal: to improve the quality of life of our employees and
those we serve, and contribute to the economic, social and
environmental progress in the communities where we operate. For
Sodexo, growth and social commitment go hand in hand. Our purpose
is to create a better everyday for everyone to build a better life
for all.
Sodexo is included in the CAC Next 20, CAC 40 ESG, CAC SBT 1.5,
FTSE 4 Good and DJSI indices.
Key figures
- 21.1 billion euros in Fiscal 2022 consolidated revenues
- 422,000 employees as at August 31, 2022
- #2 France-based private employer worldwide
|
- 53 countries
- 100 million consumers served daily
- 14.9 billion euros in market capitalization (as at June 30,
2023)
|
Contacts
Analysts
and Investors |
Media |
Virginia
Jeanson+33 1 57 75 80 56virginia.jeanson@sodexo.com |
Dan Blanchard+33 6 20
32 81 95dan.blanchard@sodexo.com |
- PR Sodexo - Extension of early voting fee deadline
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