TIDMZZZZ TIDM86CK
RNS Number : 9710D
Adecco SA
31 March 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON
OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY PERSON
LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
Adecco Group announces tender and exchange offers for existing
debt securities
Zurich, Switzerland, March 31, 2011: Adecco Group, the worldwide
leader in Human Resource services, announces today tender and
exchange offers, by Adecco International Financial Services B.V.
(the Issuer), for its EUR 500 million notes with a coupon of 4.5%,
due in 2013 and its EUR 500 million notes with a coupon of 7.625%
due in 2014. The Issuer offers to exchange the respective notes for
newly issued 7-year fixed rate notes, or noteholders may tender the
existing notes to the Issuer for cash. The purpose of the
transaction is to lengthen Adecco Group's debt maturity profile and
to take advantage of favourable market conditions.
The Issuer invites (subject to the offer and distribution
restrictions referred below) holders of its outstanding EUR 500
million, 4.5% coupon notes due in 2013 and holders of its
outstanding EUR 500 million, 7.625% coupon notes due in 2014 to
either:
a) exchange their existing notes for new EUR denominated 7-year
fixed rate notes to be issued by the Issuer within the framework of
the Euro Medium Term Note programme and guaranteed by Adecco S.A.,
or
b) to tender their existing notes for purchase by the Issuer for
cash.
The purpose of the offers is to lengthen Adecco Group's debt
maturity profile and to take advantage of favourable market
conditions.
The Offers are made on the terms and subject to the conditions
set out in the Offer Memorandum dated 31 March 2011 (the Offer
Memorandum).
ISIN / Outstanding Offer New Issue Amount
Common Code Nominal Spread Spread subject to
Amount the Offers
---------- ------------- ------------ ---------- ----------- ------------
2013 XS0250709333 EUR 50 basis To be Up to EUR
Notes / 025070933 500,000,000 points determined 450,000,000
as in
described aggregate
in the nominal
Offer amount
Memorandum (subject as
set out in
the Offer
Memorandum)
, in the
order of
priority
set out in
the Offer
Memorandum
---------- ------------- ------------ ---------- ----------- ------------
2014 XS0425722922 EUR 80 basis
Notes / 042572292 500,000,000 points
---------- ------------- ------------ ---------- ----------- ------------
Copies of the Offer Memorandum are available from the Joint
Dealer Managers and the Exchange and Tender Agent as set out below.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Offer Memorandum.
The Exchange Offers
Exchange Consideration
The nominal amount of New Notes each Noteholder whose Existing
Notes are accepted for exchange pursuant to an Exchange Offer will
receive, on the Settlement Date, will be calculated by reference to
the Exchange Ratio applicable to the relevant Series, which will be
calculated by dividing the Exchange Price for such Series by the
New Issue Price.
The Issuer will also pay each such Noteholder, on the Settlement
Date, an Accrued Interest Payment and (if applicable) a Cash
Rounding Amount.
Pricing of the New Notes
The New Issue Spread will be determined based on feedback
solicited by the Joint Dealer Managers from the markets prior to
pricing at or around 2.00 p.m. (CET) on 7 April 2011 (the Pricing
Time) and will be announced by the Issuer as soon as reasonably
practicable thereafter. The range (the New Issue Spread Range)
within which the New Issue Spread will be fixed will be announced
by the Issuer at or around 10.00 a.m. (CET) on 6 April 2011 (the
New Issue Spread Range Fixing Time).
The New Issue Spread will be added to the mid-market arithmetic
mean of the bid and offered rates for euro swap transactions with a
maturity of 7 years to determine the New Issue Yield, which is
intended to reflect the yield to maturity of the New Notes on the
Settlement Date, from which the New Issue Price and the New Issue
Coupon will be calculated in accordance with market convention.
Minimum New Issue Size
The Issuer's current intention is that the aggregate nominal
amount of the New Notes (including any Additional New Notes as
described below) to be issued will be at least EUR 500,000,000, and
each Exchange Offer is conditional on the aggregate nominal amount
of the New Notes (including any Additional New Notes) to be issued
equalling a minimum of EUR 400,000,000 (the Minimum New Issue
Size).
The Tender Offers
The amount payable, on the Settlement Date, by the Issuer to
each Noteholder whose Existing Notes are accepted for purchase
pursuant to a Tender Offer will be calculated by reference to the
Tender Price for the relevant Series.
The Issuer will also pay each such Noteholder, on the Settlement
Date, an Accrued Interest Payment.
Exchange Prices and Tender Prices
The Exchange Prices and the Tender Prices will be calculated at
the Pricing Time in accordance with market convention. Each such
price is intended to reflect a yield to maturity of the 2013 Notes
or the 2014 Notes, as applicable, on the Settlement Date based on
the sum of:
(a) in the case of the 2013 Notes, the 2013 Offer Spread and a
linear interpolation of the 2 Year Mid-Swap Rate and the 3 Year
Mid-Swap Rate; or
(b) in the case of the 2014 Notes, the 2014 Offer Spread and a
linear interpolation of the 3 Year Mid-Swap Rate and the 4 Year
Mid-Swap Rate.
Final Acceptance Amount, Priority of Acceptance and Scaling
The Issuer currently intends to accept for exchange pursuant to
the Exchange Offers and for purchase pursuant to the Tender Offers
a combined total aggregate nominal amount of up to EUR 450,000,000
of the Existing Notes, although the Issuer reserves the right, in
its sole discretion, to accept less than or more than such amount
for exchange and/or purchase pursuant to the Offers (the final
amount accepted for exchange and/or purchase pursuant to the Offers
being the Final Acceptance Amount).
Subject to the satisfaction of the other conditions of the
Offers, the Issuer intends to accept (i) 2013 Notes validly offered
for exchange or tendered for purchase in priority to 2014 Notes
validly offered for exchange or tendered for purchase and (ii) 2014
Notes validly offered for exchange in priority to 2014 Notes
validly tendered for purchase.
If the aggregate nominal amount of the Existing Notes offered
for exchange or tendered for purchase pursuant to the Offers
exceeds the Final Acceptance Amount, the Issuer intends to accept
certain offers or tenders of Existing Notes on a pro rata basis
such that the aggregate nominal amount of Existing Notes accepted
for exchange or for purchase, as applicable, pursuant to the Offers
is no greater than the Final Acceptance Amount, all as fully
described in the Offer Memorandum.
Additional New Notes and New Issue Condition
In connection with the Offers, the Issuer currently intends to
issue further notes under the Programme (the Additional New Notes)
of the same series and with the same terms and conditions as the
New Notes (although the issue of such Additional New Notes remains
at the sole discretion of the Issuer). The Additional New Notes (if
any) will be subscribed for by the relevant manager or managers.
Whether the Issuer will accept for exchange and/or purchase
Existing Notes validly offered for exchange or tendered for
purchase in the Offers is subject to the pricing of, and signing of
a subscription agreement for the purchase of, and subscription for,
the Additional New Notes (the New Issue Condition).
Participation in the Offers
In order to:
(a) participate in, and be eligible to receive New Notes
pursuant to, the relevant Exchange Offer, Noteholders must validly
offer Existing Notes for exchange by delivering, or arranging to
have delivered on their behalf, a valid Exchange Instruction that
is received by the Exchange and Tender Agent by the Expiration
Deadline; or
(b) participate in, and be eligible to receive the relevant
Tender Price pursuant to, the relevant Tender Offer, Noteholders
must validly tender Existing Notes for purchase by delivering, or
arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Exchange and Tender Agent by
the Expiration Deadline.
Exchange Instructions and Tender Instructions must be submitted
in respect of a minimum nominal amount of Existing Notes of a
Series of EUR 50,000, being the minimum denomination of such
Series, and may thereafter be submitted in integral multiples of
EUR 1,000.
Tender Instructions which relate (including after any pro rata
scaling) to a nominal amount of Existing Notes of less than EUR
50,000 will be rejected.
In addition, to participate in an Exchange Offer, Noteholders
must validly offer for exchange sufficient Existing Notes of the
relevant Series (the Minimum Exchange Offer Amount) to be eligible
to receive, in accordance with the terms of the relevant Exchange
Offer (and following any scaling of such offer for exchange, if
applicable), a nominal amount of New Notes of at least the minimum
denomination of the New Notes of EUR 100,000. In the case of any
Noteholder who offers Existing Notes of a Series for exchange in an
amount which (whether as a result of scaling of such offer for
exchange or otherwise) is less than the relevant Minimum Exchange
Offer Amount but more than EUR 50,000, such Noteholder will not be
eligible to participate in the relevant Exchange Offer and will
instead be deemed to have tendered such Existing Notes for purchase
pursuant to the relevant Tender Offer. Exchange Instructions which
relate (including after any pro rata scaling) to a nominal amount
of Existing Notes of less than EUR 50,000 will be rejected.
Save as described in the previous paragraph, the Exchange Offers
and the Tender Offers are alternative options available to
Noteholders, and Noteholders who have submitted an Exchange
Instruction or a Tender Instruction may not also submit a Tender
Instruction or Exchange Instruction, as applicable, in respect of
the same Existing Notes, without first validly revoking their
original instruction.
Exchange Instructions and Tender Instructions may be revoked at
any time from the time of their submission until the Revocation
Deadline. Exchange Instructions and Tender Instructions will be
irrevocable from the Revocation Deadline (and Exchange Instructions
and Tender Instructions submitted after the Revocation Deadline
will be irrevocable from the time of their submission), except in
the limited circumstances described in the Offer Memorandum.
Indicative Timetable of Events
Event Time and Date
Commencement of the Offers 31 March 2011
Announcement of New Issue Spread Range As or around 10.00
a.m. (CET) on 6 April
2011
Revocation Deadline 4.00 p.m. (CET) on
6 April 2011
Expiration Deadline 5.00 p.m. (CET) on
6 April 2011
Announcement of (i) a non-binding indication of At or around 10.00
the level at which the Issuer expects to set the a.m. (CET) on 7 April
Final Acceptance Amount, and (ii) indicative 2011
details of any scaling
Pricing Time Determination of the New Issue At or around 2.00
Spread, the Final Acceptance Amount and of the p.m. (CET) on 7 April
Swap Rates, and calculation of (i) the Mid-Swap 2011
Rates and Interpolated Mid-Swap Rates and (ii)
the Exchange Prices and Tender Prices and (iii)
the New Issue Price.
Announcement of Offer Results As soon as reasonably
Announcement of whether the New Issue Condition practicable after
and (in respect of the Exchange Offers) the the Pricing Time
Minimum New Issue Size have been satisfied
and, if satisfied, whether and the extent to
which the Issuer will accept valid offers of
Existing Notes for exchange and tenders of
Existing Notes for purchase pursuant to the
Offers. If so accepted, the Issuer will also
announce (i) the Final Acceptance Amount and
the final aggregate nominal amount of each
Series accepted for exchange or purchase, as
applicable, (ii) details of any scaling, (iii)
the final aggregate nominal amount of New Notes
to be issued,
(iv) the Minimum Exchange Offer Amount for
each Series, (v) the New Issue Spread and (vi)
the Exchange Prices, Tender Prices, New Issue
Price and New Issue Coupon.
Expected Settlement Date 14 April 2011
The Issuer may, in its sole discretion, extend, re-open, amend,
waive any condition of or terminate any Offer at any time (subject
to applicable law and as provided in the Offer Memorandum),and the
above times and dates are subject to the Issuer's right to so
extend, re-open, amend and/or terminate any Offer.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Existing Notes
when such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the circumstances in which revocation is permitted)
revoke their instruction to participate in, the Offers before the
deadlines set out above and in the Offer Memorandum.
The deadlines set by any such intermediary and each Clearing
System for the submission of Exchange Instructions and Tender
Instructions will be earlier than the relevant deadlines above and
in the Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offers will be made by the publication of such announcements
through RNS and may also be (a) found on the relevant Reuters
International Insider Screen, (b) made by the delivery of notices
to the Clearing Systems for communication to Direct Participants
and (c) made by the issue of a press release to a Notifying News
Service. Copies of all such announcements, press releases and
notices can also be obtained from the Exchange and Tender Agent,
the contact details for which are below. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Noteholders are urged to contact the Exchange and Tender Agent for
the relevant announcements during the course of the Offers. In
addition, Noteholders may contact the Joint Dealer Managers for
information using the contact details below.
Noteholders are advised to read carefully the Offer Memorandum
for full details of and information on the procedures for
participating in the Offers.
Societe Generale and The Royal Bank of Scotland plc are acting
as Joint Dealer Managers and Lucid Issuer Services Limited is
acting as Exchange and Tender Agent.
Questions and requests for assistance in connection with the
Offers may be directed to either Joint Dealer Manager.
Joint Dealer Managers
Societe Generale The Royal Bank of Scotland
plc
17, Cours Valmy 135 Bishopsgate
92987 Paris La Defense London EC2M 3UR
France United Kingdom
Telephone: +33 (0)1 42 13 87 36 Telephone: +44 20 7085 3781 /
Attention: Cyril Chatelain Email: 8056
liability.management@sgcib.com Attention: Gianmarco Deiana /
Andrew Burton
Email: liabilitymanagement@rbs.com
Questions and requests for assistance in connection with the
delivery of Exchange Instructions and Tender Instructions may be
directed to the Exchange and Tender Agent.
Exchange and Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
Telephone: +44 20 7704 0880
Fax: +44 20 7067 9098
Attention: Thomas Choquet/Sunjeeve Patel
Email: adecco@lucid-is.com
For any other questions please contact:
Adecco Corporate Investor Relations
Investor.relations@adecco.com or +41 (0) 44 878 89 89
Adecco Corporate Press Office
Press.office@adecco.com or +41 (0) 44 878 87 87
About the Adecco Group
The Adecco Group, based in Zurich, Switzerland, is the world's
leading provider of HR solutions. With over 32,000 FTE employees
and more than 5,500 branches, in over 60 countries and territories
around the world, Adecco Group offers a wide variety of services,
connecting over 700,000 associates with well over 100,000 clients
every day. The services offered fall into the broad categories of
temporary staffing, permanent placement, outsourcing, consulting
and outplacement. The Adecco Group is a Fortune Global 500
company.
Adecco S.A. is registered in Switzerland (ISIN: CH0012138605)
and listed on the SIX Swiss Exchange (ADEN).
Forward-looking statements
Information in this release may involve guidance, expectations,
beliefs, plans, intentions or strategies regarding the future.
These forward-looking statements involve risks and uncertainties.
All forward-looking statements included in this release are based
on information available to Adecco S.A. as of the date of this
release, and we assume no duty to update any such forward-looking
statements. The forward-looking statements in this release are not
guarantees of future performance and actual results could differ
materially from our current expectations. Numerous factors could
cause or contribute to such differences. Factors that could affect
the Company's forward-looking statements include, among other
things: global GDP trends and the demand for temporary work;
changes in regulation of temporary work; intense competition in the
markets in which the Company operates; integration of acquired
companies; changes in the Company's ability to attract and retain
qualified internal and external personnel or clients; the potential
impact of disruptions related to IT; any adverse developments in
existing commercial relationships, disputes or legal and tax
proceedings.
DISCLAIMER This announcement must be read in conjunction with
the Offer Memorandum. This announcement and the Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offers. If you are in any
doubt as to the contents of this announcement or the Offer
Memorandum or the action you should take, you are recommended to
seek your own financial and legal advice, including as to any tax
consequences, immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Existing Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee or intermediary must contact such entity if it wishes
to participate in the Offers. None of the Joint Dealer Managers,
the Exchange and Tender Agent, the Issuer or the Guarantor makes
any recommendation as to whether Noteholders should offer Existing
Notes for exchange or tender Existing Notes for purchase pursuant
to the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Offer Memorandum constitutes
an offer to sell or buy or the solicitation of an offer to sell or
buy the Existing Notes and/or New Notes, as applicable, (and offers
of Existing Notes for exchange and tenders of Existing Notes for
purchase pursuant to the Offers will not be accepted) from
Noteholders in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and either of the Joint Dealer Managers
or any of their respective affiliates is such a licensed broker or
dealer in any such jurisdiction, that Offer shall be deemed to be
made by such Joint Dealer Manager or affiliate, as the case may be,
on behalf of the Issuer in such jurisdiction.
The distribution of this announcement and the Offer Memorandum
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement or the Offer Memorandum comes
are required by the Issuer, the Guarantor, the Joint Dealer
Managers and the Exchange and Tender Agent to inform themselves
about, and to observe, any such restrictions.
United States
The Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States
or to, or for the account or benefit of, U.S. persons (as defined
in Regulation S under the United States Securities Act of 1933, as
amended (the Securities Act)). This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly,
copies of this announcement and the Offer Memorandum and any other
documents or materials relating to the Offers are not being, and
must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to U.S. persons and the Existing Notes cannot be
offered for exchange or tendered for purchase in the Offers by any
such use, means, instrumentality or facilities or from within the
United States or by U.S. persons. Any purported offer of Existing
Notes for exchange, or any purported tender of Existing Notes for
purchase, resulting directly or indirectly from a violation of
these restrictions will be invalid and any purported offer of
Existing Notes for exchange, or any purported tender of Existing
Notes for purchase, made by a U.S. person, a person located in the
United States or any agent, fiduciary or other intermediary acting
on a non-discretionary basis for a principal giving instructions
from within the United States or for a U.S. person will be invalid
and will not be accepted.
Neither this announcement nor the Offer Memorandum is an offer
of securities for sale in the United States or to U.S. persons.
Securities may not be offered or sold in the United States absent
registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. persons. The purpose of this announcement and the
Offer Memorandum is limited to the Offers and this announcement and
the Offer Memorandum may not be sent or given to a person in the
United States or otherwise to any person other than in an offshore
transaction in accordance with Regulation S under the Securities
Act.
Each holder of Existing Notes participating in the Offers will
represent that it is not located in the United States and is not
participating in the relevant Offer from the United States, that it
is participating in such Offer in accordance with Regulation S
under the Securities Act and that it is not a U.S. person, or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in the
Offer from the United States and is not a U.S. person. For the
purposes of this and the above two paragraphs, United States means
the United States of America, its territories and possessions, any
state of the United States of America and the District of
Columbia.
Italy
The Offers are not being made, directly or indirectly, in the
Republic of Italy (Italy). The Offers, this announcement and the
Offer Memorandum have not been submitted to the clearance
procedures of the Commissione Nazionale per le Societa e la Borsa
(CONSOB) pursuant to Italian laws and regulations. Accordingly,
holders of Existing Notes are notified that, to the extent such
holders are located or resident in Italy, the Offers are not
available to them and they may not offer Existing Notes for
exchange or tender Existing Notes for purchase pursuant to the
Offers nor may the New Notes be offered, sold or delivered in
Italy, and neither this announcement, the Offer Memorandum nor any
other documents or materials relating to the Offers, the Existing
Notes or the New Notes may be distributed or made available in
Italy as part of a public tender or exchange offer (offerta
pubblica di acquisto o di scambio) (as defined in Article 1,
paragraph 1(v) of Italian Legislative Decree No. 58 of 24 February
1998, as amended) from which no applicable exemption is
available.
Other
The Offers are not being made, and will not be made, directly or
indirectly, to the public in the United Kingdom or France. In the
United Kingdom and France, only the following persons may
participate in the Offers and receive this announcement and the
Offer Memorandum (as more fully set out in the Offer
Memorandum).
United Kingdom (investment professionals and persons within
Article 43 or otherwise permitted by the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005) / France
(certain qualified investors and providers of investment services
relating to portfolio management for the account of third parties,
other than individuals)
To ensure compliance with the Swiss Code of Obligations and all
other applicable laws and regulations of Switzerland, only the
Offer Memorandum (including all information incorporated therein by
reference) may be used in the context of any invitation to
Noteholders to offer to exchange their Existing Notes for New Notes
pursuant to the Exchange Offers or any offer of the New Notes for
sale or otherwise in or into Switzerland.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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