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Sodexo - Consent Solicitation - Results of Adjournment Meetings

Sodexo - Results of the adjourned meetings in relation to the solicitation of consents of the bondholders

08 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Source: Globenewswire


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"Sodexo hereby announces the results of the adjourned meetings in relation to the solicitation of consents of the holders of bonds listed below launched on July 3, 2023 in the context of the proposed spin-off by the Issuer of its Benefits & Rewards Services (“BRS”) branch1. Terms and conditions of the consent solicitations are set out in the Consent Solicitation Memorandum dated July 3, 2023, as amended, and relevant notices of meeting distributed to the bondholders in the manner specified in the terms and conditions of such bonds."


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Sodexo - Results of the solicitation of consents of the bondholders

25 JULY 2023


Full announcement including disclaimers and offer restrictions available via Sodexo (Source: Sodexo)


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"Sodexo hereby announces the results of the solicitation of consents of the holders of bonds listed below launched on July 3, 2023 in the context of the proposed spin-off by the Issuer of its Benefits & Rewards Services (“BRS”) branch1. Terms and conditions of the consent solicitations are set out in the consent solicitation memorandum dated July 3, 2023 and relevant notices of meeting distributed to the bondholders in the manner specified in the terms and conditions of such bonds



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Solicitation of consents by SODEXO – Extension of the Early Instruction Deadline

14 JULY 2023


Full announcement including disclaimers and offer restrictions available via Sodexo (Source: Sodexo)


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"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. "


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Announcement of solicitation of consents by SODEXO

03 JULY 2023


Full announcement including disclaimers and offer restrictions available via Sodexo (Source: Sodexo)


"Announcement of solicitation of consents by SODEXO (incorporated as a société anonyme in France) (the “Issuer”) to the holders of each of its bonds in the table below"

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"Sodexo hereby announces the launch of a consent solicitation (the “Consent Solicitation”) to solicit consents from the beneficial holders of the outstanding Bonds of each Series (the “Bondholders”) to consider and, if thought fit, approve by an extraordinary resolution (each an “Extraordinary Resolution”) at a separate meeting of Bondholders of each Series (each a “Meeting” and together, the “Meetings”) (i) the proposed spin-off by the Issuer of its Benefits & Rewards Services (“BRS”) branch (the “Transaction”) by way of a full spin-off whereby BRS shall no longer be consolidated within the Issuer’s group (the “SpinOff”), and (ii) the waiver and authorization of any breach or any alleged breach whatsoever of any obligation or any potential Event of Default or Event of Default, under or in respect of the Bonds, the Conditions and the relevant Fiscal Agency Agreement which may have arisen or may arise under the Bonds, the Conditions and the relevant Fiscal Agency Agreement solely as a result of or in connection with the announcement, execution and/or completion of the proposed Spin-Off for any reason under Condition 8 (save for Condition 8(a) (Non-Payment)). This approval and waiver will be valid provided the Spin-Off occurs on or before 31 December 2024. The Issuer is currently considering the exact Transaction structure, including separation of its businesses by way of the Spin-Off (i.e. full spin-off of BRS whereby BRS shall no longer be consolidated within the Issuer’s group) or partial spin-off of BRS whereby BRS shall remain consolidated within the Issuer’s group. The Issuer intends to take into account the results of the Consent Solicitation for the purposes of determining the appropriate Transaction structure and will assess its options as to implementation of the full or partial spin-off of BRS, bearing in mind that the partial spin-off does not require the approval of the Bondholders. The Consent Solicitation is being made on the terms and subject to the conditions set out in the Consent Solicitation Memorandum dated July 3, 2023 (the “Consent Solicitation Memorandum”). Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum."


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