Expleo Group and Services Enter Into Multiple Financial Security Pledges Backing Senior Facilities Agreement

Expleo Group and Services Enter Into Multiple Financial Security Pledges Backing Senior Facilities Agreement

Expleo Group and Services Enter Into Multiple Financial Security Pledges Backing Senior Facilities Agreement​

Expleo Solutions Limited, through its group companies, has entered into several financial securities pledge agreements with Société Générale to secure payment obligations under a senior facilities agreement. These pledges involve shares held by indirect shareholders in favor of the French bank acting as security agent.

The pledged instruments were executed across multiple jurisdictions and date ranges, spanning from 2017 to June 2026, and include pledges made by Expleo Group and Expleo Services against shares of Expleo Services or related entities. The senior facilities agreement, which these pledges secure, has commitments currently valued at €725 million.

Details of Financial Security Pledges​

The following table summarizes the various financial securities pledge agreements in place:

Pledge RankDate of AgreementLaw GoverningPledgor EntityPledgee/Security AgentPurpose
First Ranking (1)September 28, 2017French LawExpleo GroupSociété GénéraleSecure payment obligations under senior facilities agreement (dated Sept 28, 2017).
Second Ranking (2)December 14, 2017French LawExpleo ServicesSociété GénéraleCover additional facilities implemented under the senior facilities agreement.
Third Ranking (3)March 20, 2018French LawExpleo GroupSociété GénéraleSecure payment obligations and cover additional facilities.
Fourth Ranking (4)March 17, 2023French LawExpleo ServicesSociété GénéraleCover additional facilities implemented under the senior facilities agreement.
Fifth Ranking (5)July 26, 2023French Law / Entity SpecificExpleo ServicesSociété GénéraleSecure payment obligations and cover additional facilities.
Sixth Ranking (6)July 15, 2024French LawExpleo GroupSociété GénéraleCover an additional facility implemented under the senior facilities agreement.
Seventh Ranking (7)June 11, 2026French LawExpleo GroupSociété GénéraleCover an amendment and restatement of the senior facilities agreement.

Additionally, pledges were established concerning shares of Expleo Technology Germany GmbH:

Pledge RankDate of AgreementLaw GoverningPledgor EntityPledgee/Security Agent
First Ranking (1)July 19, 2022Dutch LawExpleoSociété Générale
Fourth Ranking (4)June 7, 2019German LawExpleo Germany HoldingSociété Générale
Confirmation PledgesAug 19, 2022; Nov 24, 2023; Nov 14, 2024German LawExpleo Germany HoldingSociété Générale

Agreement Terms and Impact Assessment​

The pledges secured by Société Générale are associated with the senior facilities agreement dated September 28, 2017, which is currently managed by Expleo Services (an indirect shareholder of the listed entity). The purpose of these agreements was to secure payment obligations under this senior facilities agreement.

Key terms and assessments related to the pledges include:

  • Security Enforcement: All pledge agreements state that they may only be enforced by Société Générale following an acceleration of the senior debt after the occurrence of an event of default under the respective facilities agreement.
  • Impact on Management/Control: The pledged agreement has currently no impact on the management or control of the listed entity, although it could have a potential impact on the indirect control of the listed entity should the pledge over the shares be enforced. Enforcement is not expected at present as it requires an acceleration of the senior debt subsequent to an event of default, and there is no outstanding event of default reported as of today.
  • Corporate Relationships: Expleo Group or Expleo Services, acting as indirect controlling shareholders, qualified as a promoter in relation to these transactions.

The filings confirm that none of the pledges involve the listed entity providing any guarantee or security over assets, nor are its shares pledged to the benefit of the lenders under the facilities agreement.

EXPLEOSOL Stock Price Movement​

On Friday, Expleo Solutions Limited shares edged higher to settle at ₹784.85, gaining 2.07% in session after closing up ₹16.05 from its previous close. The stock traded within a significant range throughout the day, reaching an intraday high of ₹799.95 and maintaining volume over 25,941 shares.
 

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Editorial Note

This news article was written and created by Himanshu, and published on IST.
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