Sodexo is a Société Anonyme (a form of limited liability company) registered in France, with its headquarters located in Issy-les-Moulineaux. Sodexo offers a wide range of services to meet the daily needs of its clients, within its On-site Services activity, composed of Food and Facilities Management services.
Sodexo’s consolidated financial statements for the fiscal year ended August 31, 2024 were approved by the Board of Directors on October 23, 2024 and will be submitted to the Annual Shareholders Meeting on December 17, 2024.
The numbers shown in the tables were prepared in thousands of euros and are presented in million euros (unless otherwise indicated).
The project to separate the two business units of Sodexo by spinning-off and listing Pluxee (ex-Benefits & Rewards Services activity) announced on April 5, 2023, by the Group, and was unanimously approved by the Board of Directors on October 25, 2023. The resolution proposed by the Board of Directors to approve the exceptional distribution in kind of one Pluxee share for every Sodexo share held was adopted by a very large majority of the Shareholders Meeting held on January 30, 2024. The spin-off has been implemented according to the defined schedule, with the detachment and first listing of Pluxee shares on Euronext Paris on February 1, 2024 and the delivery of the Pluxee shares to shareholders on February 5, 2024.
As the transaction is carried out under common control, it is excluded from the scope of IFRIC 17 “Distributions of non-cash assets to owners”. The Group has elected to recognize the demerger using Pluxee’s Net Book Value. This operation did not generate any capital gain or loss in the consolidated income statement, with the exception of the negative impact of the recycling of the currency translation adjustment reserves, mainly coming from the Brazilian Real and the Venezuelan Bolivar, for an amount -540 million euros as of January 31, 2024 (see the detailed accounting treatment in note 3.2).
Following the Pluxee spin-off, Sodexo is now a pure player in Food and Facilities Management services.
On August 23, 2024, Sodexo sold Sofinsod to Bellon SA for 918 million euros, enabling the simplification of Sodexo's shareholder structure and the monetization of an illiquid asset.
Sodexo held 100% of this holding company, which, as its only asset, 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.
This transaction allows Sodexo to unwind the cross-holding and monetize an illiquid: Sofinsod was valued at 751 million euros in Sodexo's First half Fiscal 2024 accounts. The sale price is fair from a financial point of view, according to Finexsi, an independent expert appointed to examine the financial conditions, in line with the AMF (French regulator of financial markets) recommendations.
The sale proceeds were distributed in full to Sodexo shareholders in the form of a special interim dividend of €6.24 per share. The stock went ex-dividend on August 27, 2024, the record date was August 28, 2024, and the special interim dividend was paid on August 29, 2024.
As part of its continued strategy to rationalize its portfolio, the Group signed at the end of September 2023 a disposal agreement for its worldwide Homecare services including subsidiaries in the United States, United Kingdom, and Scandinavian countries.
The transaction was subject to the satisfaction of customary closing conditions and was finalized in October 2023 with a net selling price of 146 million euros. It resulted in a net gain on disposal of 77 million euros recognized in other operating expenses and income during the First half Fiscal 2024 (cf. note 3.2).
As a reminder, pursuant to IFRS 5, the assets and liabilities of the subsidiaries to be disposed were classified in the consolidated statement of financial position as of August 31, 2023, in “Assets held for sale or for distribution” and “Liabilities directly associated with assets held for sale or for distribution” for respectively 211 million euros and 72 million euros. As Homecare services did not meet the definition of a discontinued operation, their contribution to income and cash flows was maintained within continuing operations in the consolidated income statement and in the consolidated cash flow statement as of August 31, 2023, in accordance with IFRS 5.
On July 25, 2024, Sodexo successfully completed 1.75 billion euros refinancing of its main Sustainability linked Syndicated Revolving Credit Facility. Its core Syndicated Revolving Credit Facility was amended and extended for a further 5 years to July 2029 with two additional one-year extension options (up to 7 years in total). The facility has been upsized from circa 1.3 billion euros to 1.75 billion euros to incorporate its existing bilateral lines and will provide liquidity headroom for the Group. The facility remains aligned to Sodexo’s external sustainability commitments (see note 12.4.3.1).
There has been a strong appetite to participate in this facility, with all of Sodexo’s existing banking partners providing commitments in addition to two newly invited banks.
