Universal Registration Document - Fiscal 2023

4. Consolidated financial statements

Note 1 - Decompensation of inter-company transactions

In the audited consolidated balance sheet as of August 31, 2023 of Sodexo, in accordance with IFRS 5, the principle of elimination of intragroup transactions applies. Loans and borrowings between Sodexo and Pluxee are offset in the balance sheet item “borrowings and short-term financial debts”.

In the pro forma balance sheet an adjustment is recorded to reverse the elimination of intragroup transactions: loans and borrowings between Sodexo and Pluxee were presented as financial assets or liabilities in the Pro forma accounts.

Note 2 - Deconsolidation of Pluxee

This Pro Forma adjustment corresponds to the cancellation of Pluxee's contribution to the consolidated balance sheet as of August 31, 2023 published, including :

  • The restatement of the share relating to Pluxee within the assets and liabilities held for sale or distribution in the amount of 5,108 million euros and 4,247 million euros respectively,
  • The restatement of the cash deposit for 570 million euros (the unwinding of this reciprocal transaction is detailed in the following point),
  • The restatement of loans and supplier debts with the Group for 1,215 million euros and 16 million euros respectively (the unwinding of these reciprocal transactions is detailed in the following point), and
  • The restatement of Pluxee's equity at net book value in consolidated equity for 200 million euros (including 195 million euros as Group share).

Currency translation adjustments reserves related to Pluxee were recycled to P&L (see section 4.5.3).

Note 3 - Unwinding of inter-company transactions

As noted in the press release dated October 26, 2023, the Group has signed two new credit facilities for Pluxee to ensure that Pluxee has a strong and flexible financing structure post-listing. This involves a revolving credit facility of 650 million euros with a term of 5 years and a bridging loan of 1,500 million euros with a term of 12 months. The bridge loan will be used to refinance existing intercompany debt and will be replaced in due course and subject to market conditions by an issue on the bond market.

The unwinding of reciprocal transactions therefore consists of settling loans and deposits between Pluxee and the rest of the Group, taking into account a net impact 645 million euros on the Group's cash flow in the Pro Forma vision as well as the financial income of 17 million euros which these deposits would have generated, or a total amount of 662 million.

Note 4 - Balance sheet consideration for costs relating to the Transaction

This Pro Forma adjustment corresponds to the consideration in the balance sheet, within the treasury, of the Pro Forma adjustments of the costs relating to the spin-off for 8 million euros – see section 4.5.3).