REG - Adecco Group AG Adecco Int Fin B.V. - Launch of Tender Offer <Origin Href="QuoteRef">ADEN.S</Origin> <Origin Href="QuoteRef">ADENIF.UL</Origin>

Adecco AGAnnouncement

23/11/2016 09:00

RNS Number : 9412P
Adecco Group AG
23 November 2016
Adecco Refinancing B.V. announces Tender Offers for the 500,000,000 4.75 per cent. Notes due 13 April 2018 and 400,000,000 2.75 per cent. Notes due 15 November 2019issued by Adecco International Financial Services B.V.
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.
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 IN OR INTO ANYOTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
23 November 2016. Adecco Refinancing B.V. (the Company) announces today its invitations to holders of the outstanding (a) 500,000,000 4.75 per cent. Notes due 13 April 2018 (ISIN: XS0616395199) (the 2018 Notes) and (b) 400,000,000 2.75 per cent. Notes due 15 November 2019 (ISIN: XS0953093308) (the 2019 Notes and, together with the 2018 Notes, the Notes and each a Series), in each case as issued by Adecco International Financial Services B.V. and guaranteed by Adecco Group AG (formerly known as Adecco S.A.) to tender their Notes for purchase by the Company for cash (each such invitation an Offer and together the Offers). The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 23 November 2016 (the Tender Offer Memorandum) prepared by the Company, and are subject to the offer and distribution restrictions set out below 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 Offers are being made (subject to the New Financing Condition (as defined below)) to optimise the Adecco Group's debt maturity profile and cost of capital, in line with the Adecco Group's objectives.
Summary of the Offers
A summary of certain of the terms of the Offers appear below:
Description of the Notes
ISIN/ Common Code
Outstanding Nominal Amount
Purchase Yield*
Amount subject to the relevant Offer
500,000,000 4.75 per cent. Notes due 13 April 2018
XS0616395199 / 061639519
500,000,000
-0.20 per cent.
Any and all
400,000,000 2.75 per cent. Notes due 15 November 2019
XS0953093308 / 95309330
400,000,000
-0.05 per cent.
Subject as set out in the Tender Offer Memorandum, an aggregate nominal amount of up to (a) 500,000,000 less (b) the aggregate nominal amount of the 2018 Notes validly tendered and accepted by the Company
* For information purposes only, the 2018 Purchase Price and 2019 Purchase Price will, when determined in the manner described herein and in the Tender Offer Memorandum on the basis of a yield to maturity in respect of the 2018 Notes and a yield to the issuer call date (15 August 2019) in respect of the 2019 Notes with a Settlement Date of 2 December 2016, be 106.757 per cent. and 107.571 per cent., respectively. Should the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers differ from 2 December 2016, each Purchase Price will be recalculated, all as further described herein and in the Tender Offer Memorandum.
Details of the Offers
2018 Notes
In respect of any 2018 Notes validly tendered and accepted by the Company for purchase pursuant to the relevant Offer, the Company will pay a price (the 2018 Purchase Price) to be determined in the manner described in the Tender Offer Memorandum by reference to a fixed purchase yield (the 2018 Purchase Yield) of -0.20 per cent.
The 2018 Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the 2018 Notes, and is intended to reflect a yield to maturity of the 2018 Notes on the Settlement Date based on the 2018 Purchase Yield.
If the Company decides, in its sole and absolute discretion, to accept valid tenders of any 2018 Notes for purchase pursuant to the relevant Offer it will accept for purchase all of the 2018 Notes that are validly tendered (the aggregate nominal amount of such validly tendered and accepted 2018 Notes being the 2018 Notes Acceptance Amount), with no pro rata scaling.
2019 Notes
In respect of any 2019 Notes validly tendered and accepted by the Company for purchase pursuant to the relevant Offer, the Company will pay a price (the 2019 Purchase Price) to be determined in the manner described in the Tender Offer Memorandum by reference to a fixed purchase yield (the 2019 Purchase Yield) of -0.05 per cent.
The 2019 Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the 2019 Notes, and is intended to reflect a yield to the issuer call date (15 August 2019) of the 2019 Notes on the Settlement Date based on the 2019 Purchase Yield.
If the Company decides, in its sole and absolute discretion, to accept any 2019 Notes for purchase, the Company proposes that the aggregate nominal amount of such 2019 Notes (if any) which it will accept for purchase pursuant to the relevant Offer will be an amount of up to (a) 500,000,000 less (b) the 2018 Notes Acceptance Amount, 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 2019 Notes for purchase pursuant to the relevant Offer (the final nominal amount accepted for purchase pursuant to such Offer being the 2019 Notes Acceptance Amount).
If the aggregate nominal amount of 2019 Notes validly tendered for purchase pursuant to the relevant Offer is greater than the 2019 Notes Acceptance Amount, the Company intends to accept such 2019 Notes for purchase (subject to satisfaction or waiver of the New Financing Condition (as defined below) on or prior to the Settlement Date) on a pro rata basis such that the aggregate nominal amount of 2019 Notes accepted for purchase is no greater than the 2019 Notes Acceptance Amount, as fully described in the Tender Offer Memorandum.
Accrued Interest
The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the relevant Offer.
New Financing Condition
The Company is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Company of Notes tendered pursuant to the Offers is at the sole and absolute discretion of the Company and tenders may be rejected by the Company for any reason.
In addition, Adecco International Financial Services B.V. announced on 23 November 2016 its intention to issue new euro-denominated fixed rate notes (the New Notes), the proceeds of which will be used, in whole or in part, to finance the Offers. Whether the Company will accept for purchase Notes validly tendered in the Offers is subject (unless such condition is waived by the Company in its sole and absolute discretion), without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the New Financing Condition).
Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in (i) the base prospectus dated 17 May 2016, as supplemented by a supplement dated 8 November 2016 (together, the Offering Circular) prepared in connection with the 3,000,000,000 Euro Medium Term Note Programme of Adecco International Financial Services B.V. unconditionally and irrevocably guaranteed by Adecco Group AG (the Guarantee) and (ii) the Final Terms relating to the New Notes and no reliance is to be placed on any representations other than those contained in the Offering Circular.
Tender Instructions
In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to, the relevant 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 4.00 p.m. (London time) on 30 November 2016 (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 the relevant Series of no less than 100,000, being the minimum denomination of the 2018 Notes and the 2019 Notes, and may be submitted in integral amounts of 1,000 thereafter.
Indicative Timetable for the Offers
Events
Times and Dates
(All times are London time)
Commencement of the Offers
Offers announced. Tender Offer Memorandum available from the Tender Agent.
Wednesday, 23 November 2016
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offers.
4.00 p.m. on
Wednesday, 30 November 2016
Announcement of Results and Pricing
Announcement of (i) whether the Company will accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of 2018 Notes pursuant to the relevant Offer and, if so accepted, the 2018 Notes Acceptance Amount, the 2018 Purchase Price and details of any Accrued Interest in respect of the 2018 Notes (expressed as a percentage of the nominal amount of the 2018 Notes), and (ii) whether the Company will accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of 2019 Notes pursuant to the relevant Offer and, if so accepted, the 2019 Notes Acceptance Amount, the 2019 Purchase Price and details of any pro rata scaling and Accrued Interest in respect of the 2019 Notes (expressed as a percentage of the nominal amount of the 2019 Notes).
As soon as reasonably practicable on 1 December 2016
Settlement Date
Subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, expected Settlement Date for the Offers.
Friday, 2 December 2016
The Company may, in its sole and absolute discretion, extend, re-open, amend, waive any condition of and/or terminate an 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 any 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, an 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 Offers 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 found on the relevant Reuters Insider Screen and/or be 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 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 Offers. 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 Offers.
Socit Gnrale and Natixis are acting as Dealer Managers for the Offers and Lucid Issuer Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers.
The Dealer Managers
Socit Gnrale
Natixis
17, Cours Valmy
92987 Paris La Dfense
France
Telephone: +33 (0)1 42 13 40 66
Attention: Liability Management Group
Email: liability.management@sgcib.com 
30 avenue Pierre Mends-France
75013 Paris
France
Telephone: +33 1 58 55 80 98
Attention: Liability Management
Email: liability.management-corporate@natixis.com
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone +44 20 7704 0880
Attention: Thomas Choquet / Arlind Bytyqi
Email: adecco@lucid-is.com
Further details relating to the contents of this announcement can be obtained from:
David Hancock, Head of Investor Relations, Investor Relations
Telephone: +41 448 78 88 88
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 Offers. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, 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 Offers. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation whether Noteholders should tender Notes pursuant to the relevant Offer.
The New Notes and the Guarantee are not being, and will not be, offered or sold in the United States. Nothing in this announcement constitutes an offer to sell or the solicitation of an offer to buy the New Notes and/or the Guarantee in the United States or any other jurisdiction. 
No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.
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 constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in 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 Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, such 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 Offers are 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 Offers 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 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 any persons located or resident in the United States. Any purported tender of Notes in the Offers 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. 
Neither this announcement nor the Tender Offer Memorandum is an offer to buy or sell, or a solicitation of an offer to sell or buy, any Notes or other securities in the United States or to U.S. Persons (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person). Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act). The New Notes and the Guarantee 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.
Each Noteholder participating in an Offer will represent that it is not located in the United States and is not participating in such 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 such Offer from the United States. For the purposes of this 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 Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le Societ e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each 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. 16190 of 29 October 2007, 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 vis--vis its clients in connection with the Notes or the Offers.
United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 PromotionOrder)) 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 Offers are not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifis), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code montaire et financier, are eligible to participate in the Offers. Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorit des Marchs Financiers.

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