Sodexo is pleased to announce the simplification of its ownership
structure and payment of an interim dividend of €6.24 per share
Issy-les-Moulineaux, July 23, 2024
- Sale of Sodexo's 100% owned subsidiary Sofinsod to Bellon SA
for 918 million euros, simplifying the ownership structure of
Sodexo, and monetizing an illiquid asset
- Distribution at the end of August 2024 of the sales proceeds
to Sodexo shareholders, through an interim dividend of €6.24 per
share
- Governance of the transaction in line with AMF
recommendations and led by an ad hoc committee composed exclusively
of independent directors
Sofinsod, a holding company 100% owned by
Sodexo, holds a 19.6% stake in Bellon SA, the Bellon family holding
company (holding animatrice in French) and major shareholder of
Sodexo and Pluxee.
This cross-shareholding loop came about in 1991
as a result of the unwinding of the cross-holdings between Sodexo
and Carlson Wagon Lit following the attempted merger of some of
their activities.
In recent weeks, Sodexo offered to sell Sofinsod
to Bellon SA, which was accepted.
As a result, Sodexo announces the conclusion
of a Share Purchase Agreement (the "Agreement") for the sale of
Sofinsod to Bellon SA and the distribution of the proceeds of the
sale to Sodexo shareholders in the form of an interim
dividend.
These decisions were unanimously approved by the
members of Sodexo's Board of Directors. It should be noted that, in
accordance with governance rules for related party agreements, the
directors representing Bellon SA did not participate in the
deliberations or vote on the conclusion of the Agreement. The
employee representatives have also been informed and consulted on
the transaction.
Monetization of an illiquid asset for 918
million euros
The transaction values 100% of the shares of
Sofinsod, which holds only one asset on its balance sheet, which is
a 19.6% stake in Bellon SA, at 918 million euros.
This transaction allows Sodexo to unwind the
cross-holding and monetize an illiquid and undervalued asset:
- Sofinsod was valued at 751 million euros in Sodexo's First half
Fiscal 2024 accounts
- A fair price from a financial point of view, according to
Finexsi, an independent expert appointed to examine the financial
conditions, in line with the AMF (Autorité de Marchés Financiers)
recommendations
Unanimous support from the independent
directors of Sodexo's Board of Directors
Four independent directors met several times in
recent months to monitor the exploratory work on this project,
carried out by the finance, legal and tax departments, with the
support of financial and legal advisors.
In view of the progress of this work and the
discussions with Bellon SA, the Board of Directors of Sodexo
decided, on June 11, 2024, to formally create an ad hoc committee,
composed of these same independent directors, in charge of ensuring
the completion of the work and formulating an offer to sell
Sofinsod to Bellon SA.
After finalizing its work and upon acceptance by
Bellon SA of Sodexo's offer, the ad hoc committee issued a positive
recommendation to the Board of Directors on the transaction for
Sodexo and its shareholders, based on the final terms and
conditions of the proposed transaction.
After review, during the meeting on July 23,
2024, the independent directors of Sodexo's Board of Directors
unanimously approved both the principle and terms of the
transaction.
Payment of a dividend
The transaction is not subject to Bellon SA’s
financing conditions and is expected to be completed by August 23,
2024.
Subject to the completion of the transaction,
the sale proceeds will be distributed in full to Sodexo
shareholders in the form of an interim dividend of €6.24 per share.
The stock will go ex-dividend on August 27, 2024, at the latest,
and paid on August 29, 2024. As every year, an ordinary dividend
will be proposed to the Annual General Meeting and paid in December
2024 based on the Fiscal 2024 results.
Commenting the transaction, Sophie Bellon,
Chairwoman and Chief Executive Officer of Sodexo, said:
"Following the spin-off of Pluxee, this transaction to simplify
Sodexo's ownership structure allows the Group to monetize an asset
that has been illiquid and undervalued for more than three decades,
and support our growth strategy."
Luc Messier, Independent Lead Director of
Sodexo, said: "This transaction has resulted in a fair price
for the minority shareholders. We are pleased to have been able to
simplify the ownership structure and enhance the share
value."
François-Xavier Bellon, Chairman of the
Management Board of Bellon SA, said: "Following the
distribution of all Pluxee shares to Sodexo shareholders on
February 1, 2024, the sale of Sofinsod is another important step
for Sodexo. As Sodexo’s major shareholder and in line with our
mission to accompany the development of Sodexo, we are delighted to
have reached this agreement which simplifies Sodexo's ownership
structure for the benefit of all its shareholders.”
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. The Group stands out
for its independence, its founding family shareholding and its
responsible business model. Thanks to its two activities of Food
and Facilities Management Services, Sodexo 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
- 22.6 billion euros Fiscal 2023
consolidated revenues
- 430,000 employees as at August 31, 2023
- #1 France-based private employer worldwide
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- 45 countries as at August 31, 2023
- 80 million consumers served daily
- 12.1 billion euros in market capitalization
as at July 23, 2024
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Contacts
Media |
Investor
Relations |
|
|
Mathieu
Scaravetti
Tel : +33 6 28 62 21 91
Mathieu.scaravetti@sodexo.com |
Virginia
Jeanson
Tel : +33 1 57 75 80 56
Virginia.jeanson@sodexo.com
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- PR Sodexo - Simplification of ownership structure and payment
of an interim dividend - ENG
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