TIDM65KV
RNS Number : 9050U
Adecco Intl Financial Services B.V.
28 November 2023
Adecco International Financial Services B.V. announces Tender
Offer for its EUR500,000,000 1.000 per cent. Notes due 2 December
2024
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (UK MAR).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, 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 OF AMERICA OR THE DISTRICT
OF COLUMBIA (THE UNITED STATES) OR INTO ANY OTHER JURISDICTION OR
TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).
28 November 2023 . Adecco International Financial Services B.V.
(the Company) announces today its invitation to holders of its
outstanding EUR500,000,000 1.000 per cent. Notes due 2 December
2024 (ISIN: XS1527526799) (the Notes) (such Notes being guaranteed
by Adecco Group AG), to tender their Notes for purchase by the
Company for cash (such invitation the Offer). The Offer is being
made on the terms and subject to the conditions contained in the
tender offer memorandum dated 28 November 2023 (the Tender Offer
Memorandum) prepared by the Company, and is subject to the offer
and distribution restrictions set out below (the Offer and
Distribution Restrictions) and as more fully described in the
Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to the Offer
and Distribution Restrictions) available from the Tender Agent as
set out below. Capitalised terms used in this announcement but not
defined have the meanings given to them in the Tender Offer
Memorandum.
Rationale for the Offer
The Offer is being made to optimise the Adecco Group's debt
maturity profile and cost of capital, in line with the Adecco
Group's objectives.
The Company intends to cancel all Notes it purchases pursuant to
the Offer. The Offer is not conditioned on the Company obtaining
any financing.
Summary of the Offer
A summary of certain of the terms of the Offer appear below:
Description of Outstanding Amount subject to
the Notes ISIN/ Common Code Nominal Amount Benchmark Rate* Purchase Spread* the Offer
------------------ ------------------ ------------------ ------------------- ----------------- ------------------
EUR500,000,000 XS1527526799 / EUR500,000,000 1 Year Mid-Swap -20 bps Subject as set
1.000 per cent. 152752679 Rate out in the Tender
Notes due 2 Offer Memorandum,
December 2024 an aggregate
nominal amount of
up to
EUR150,000,000
* The Purchase Price payable for Notes accepted for purchase pursuant to the Offer will be
determined in the manner described in the Tender Offer Memorandum, and is intended to reflect
a yield to maturity of the Notes (being 2 December 2024) on the Settlement Date based on the
sum of the 1 Year Mid-Swap Rate and the Purchase Spread. See " Purchase Price and Accrued
Interest" below.
Purchase Price and Accrued Interest
In respect of any Notes validly tendered and accepted by the
Company for purchase pursuant to the Offer, the Company will pay,
on the Settlement Date, a price (the Purchase Price) to be
determined at or around 11.00 a.m. (CET) on 6 December 2023 (the
Pricing Time) in accordance with standard market practice by
reference to the sum (such sum, the Purchase Yield) of:
(i) a purchase spread (the Purchase Spread) of minus 20 bps; and
(ii) the 1 Year Mid-Swap Rate.
The Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the nominal amount of
the Notes (rounded to the nearest 0.001 per cent., with 0.0005
rounded upwards), and is intended to reflect a yield to maturity of
the Notes (being 2 December 2024) on the Settlement Date based on
the Purchase Yield, as more fully described in the Tender Offer
Memorandum.
The Company will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offer.
The regular interest payment dates under the terms and
conditions of the Notes (the Conditions ) fall on 2 December in
each year. Accordingly, on 4 December 2023 (being the next
following business day after 2 December 2023) the Company will pay
the regular coupon payment, for interest accrued in respect of the
period from (and including) 2 December 2022 to (but excluding) 2
December 2023, to all Noteholders in accordance with the
Conditions. Accrued Interest payable by the Company in respect of
Notes accepted for purchase pursuant to the Offer will relate to
the period from (and including) 2 December 2023 to (but excluding)
the Settlement Date.
Final Acceptance Amount and Scaling
The Company proposes that the aggregate nominal amount of Notes
(if any) which it will accept for purchase pursuant to the Offer
will be an amount of up to EUR150,000,000, although the Company
reserves the right, in its sole and absolute discretion, to accept
significantly more or significantly less than (or none of) such
amount of Notes for purchase pursuant to the Offer (the final
nominal amount accepted for purchase pursuant to the Offer being
the Final Acceptance Amount).
If the Company decides to accept for purchase any Notes validly
tendered pursuant to the Offer and the aggregate nominal amount of
Notes validly tendered pursuant to the Offer is greater than the
Final Acceptance Amount, the Company intends to accept such validly
tendered Notes for purchase on a pro rata basis such that the
aggregate nominal amount of Notes accepted by the Company for
purchase is no greater than the Final Acceptance Amount, as more
fully described in the Tender Offer Memorandum.
Tender Instructions
In order to participate in and be eligible to receive the
Purchase Price and Accrued Interest Payment pursuant to the Offer,
Noteholders must validly tender their Notes by delivering, or
arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by 5.00 p.m. (CET)
on 5 December 2023 (the Expiration Deadline). Tender Instructions
will be irrevocable except in the limited circumstances described
in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of no less than EUR100,000, being the
minimum denomination of the Notes, and may be submitted in integral
multiples of EUR1,000 thereafter.
Indicative Timetable for the Offer
Events Times and Dates
(All times are CET)
Commencement of the Offer
Offer announced. 28 November 2023
Tender Offer Memorandum available from the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 5.00 p.m. on 5 December 2023
by the Tender Agent in order for Noteholders
to be able to participate in the Offer.
Announcement of Indicative Results
Announcement by the Company of a non-binding indication Prior to the Pricing Time on 6 December 2023
of (i) the level at which it expects
to set the Final Acceptance Amount, and (ii) the level
at which it expects to set the Scaling
Factor (if applicable).
Pricing Time
Determination of the 1 Year Mid-Swap Rate, the Purchase At or around 11.00 a.m. on 6 December 2023
Yield and the Purchase Price.
Announcement of Results and Pricing of the Offer
Announcement of whether the Company will accept any As soon as reasonably practicable after the Pricing Time
valid tenders of Notes pursuant to the on 6 December 2023
Offer and, if so accepted, the Final Acceptance Amount,
the 1 Year Mid-Swap Rate, the Purchase
Yield, the Purchase Price, and the Scaling Factor that
will be applied to tenders of the Notes
(if applicable).
Settlement Date
Expected Settlement Date for the Offer. 8 December 2023
The Company may, in its sole and absolute discretion, extend,
re-open, amend, waive any condition of and/or terminate the Offer
at any time (subject to applicable law and as provided in the
Tender Offer Memorandum) and the above times and dates are subject
to the right of the Company to so extend, re-open, amend, waive any
condition of and/or terminate the Offer.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold 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 limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer by
the deadlines set out above. The deadlines set by any such
intermediary and each Clearing System for the submission and
withdrawal of Tender Instructions will be earlier than the relevant
deadlines set out above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made (i) by publication through an RIS and (ii) by
the delivery of notices to the Clearing Systems for communication
to Direct Participants. Such announcements may also be made on the
relevant Reuters Insider Screen and/or 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 upon
request from the 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 Tender Agent for the relevant announcements during the
course of the Offer. In addition, Noteholders may contact the
Dealer Managers for information using the contact details
below.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
Barclays Bank Ireland PLC and Standard Chartered Bank AG are
acting as Dealer Managers for the Offer and Kroll Issuer Services
Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers.
The Dealer Managers
Barclays Bank Ireland PLC Standard Chartered Bank AG
One Molesworth Street Taunusanlage 16
Dublin 2 60325 Frankfurt am Main
D02 RF29 Germany
Ireland
Telephone: +44 20 3134 8515 Telephone: +44 20 7885 5739 / +852
Attention: Liability Management 3983 8658 / +65 6557 8286
Group Attention: Liability Management
Email: eu.lm@barclays.com Email: liability_management@sc.com
Questions and requests for assistance in connection with the
delivery of Tender Instructions may be directed to the Tender
Agent.
The Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone +44 20 7704 0880
Attention: Jacek Kusion
Email: adecco@is.kroll.com
Offer Website: https://deals.is.kroll.com/adecco
Further details relating to the contents of this announcement
can be obtained from:
Benita Barretto
Group SVP Investor Relations
Email: Benita.Barretto@adeccogroup.com
For the purposes of UK MAR and the Implementing Technical
Standards, this announcement is made by Sandra Veuger, Manager
Reporting at the Company.
LEI Number (Adecco International Financial Services B.V.):
549300PDNGPM4PIAUK57
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Noteholder is in any doubt as to the action it should take, it
is recommended to seek its own financial, legal and other advice,
including in respect of any tax, financial, accounting and
regulatory consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender such Notes
pursuant to the Offer. None of the Company, the Dealer Managers or
the Tender Agent makes any recommendation as to whether Noteholders
should tender Notes pursuant to the Offer or is providing
Noteholders with any legal, business, tax or other advice in this
announcement or the Tender Offer Memorandum.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by each of the Company, the
Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions. Neither this announcement
nor the Tender Offer Memorandum nor the electronic transmission
thereof constitutes an offer to buy or a solicitation of an offer
to sell the Notes (and tenders of Notes in the Offer 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 the Offer to be made by
a licensed broker or dealer and either of the Dealer Managers or
any of the Dealer Managers' respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall
be deemed to be made by such Dealer Manager or affiliate, as the
case may be, on behalf of the Company in such jurisdictions.
United States. The Offer is not being made, and will not be
made, directly or indirectly, in or into, or by use of the mails
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. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes may
not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States. Accordingly,
copies of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer 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 any persons located or resident in the United
States. Any purported tender of Notes in the Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by, or by any
person acting for the account or benefit of, 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 will be invalid and will
not be accepted.
Each Noteholder participating in the Offer will represent that
it is not located in the United States and is not participating in
the Offer from the United States, 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. For the purposes of this and the above
paragraph, United States means the United States of America, 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 of America and the
District of Columbia.
Italy. None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offer is being carried out in
the Republic of Italy (Italy) as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14
May 1999, as amended. Holders or beneficial owners of the Notes
that are located in Italy can tender Notes for purchase through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offer.
United Kingdom. The communication of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offer is not being made and such documents and/or
materials have not been approved by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to, and may
only be acted upon by, those persons in the United Kingdom falling
within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the Financial Promotion Order))
or persons who are within Article 43 of the Financial Promotion
Order, or any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.
France. The Offer is not being made, directly or indirectly, to
the public in the Republic of France (France). This announcement,
the Tender Offer Memorandum and any other document or material
relating to the Offer have only been and shall only be distributed
in France to qualified investors as defined in Article 2(e) of
Regulation (EU) 2017/1129 (as amended). This announcement, the
Tender Offer Memorandum and any other document or material relating
to the Offer have not been and will not be submitted for clearance
to nor approved by the Autorité des Marchés Financiers.
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END
TENUWAWROWUAURA
(END) Dow Jones Newswires
November 28, 2023 03:20 ET (08:20 GMT)
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