REG - Adecco Group AG Adecco Int Fin B.V. - Result of Tender Offer

Adecco AGAnnouncement

17/05/2019 12:15

RNS Number : 4365Z
Adecco Group AG
17 May 2019
 


Adecco Refinancing B.V. announces Results of Tender Offer in respect of the
€500,000,000 1.500 per cent. Notes due 22 November 2022 issued 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, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
17 May 2019.  Adecco Refinancing B.V. (the Company) announces today the results of its invitation to holders of the outstanding €500,000,000 1.500 per cent. Notes due 22 November 2022 (ISIN: XS1237184533) (the Notes), 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 (such invitation the Offer).
The Offer was announced on 9 May 2019, and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 9 May 2019 (the Tender Offer Memorandum) prepared by the Company. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 16 May 2019.
The Company has received valid tenders of €210,027,000 in aggregate nominal amount of the Notes for purchase pursuant to the Offer. Subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, the Company announces that it has decided to set the Final Acceptance Amount at €199,995,000 in aggregate nominal amount of the Notes and, accordingly, that it will accept for purchase Notes validly tendered pursuant to the Offer, subject to pro rata scaling at a Scaling Factor of 96.5499 per cent., as further described in the Tender Offer Memorandum.
A summary of the final pricing and acceptance of the Offer appears below:



Final Acceptance Amount


Scaling Factor


Purchase Yield


Purchase Price


Accrued Interest




€199,995,000


96.5499 per cent.


-0.10 per cent.


105.223 per cent.


0.736 per cent.



Subject to satisfaction or waiver of the New Financing Condition, the Settlement Date in respect of those Notes accepted for purchase is expected to be 20 May 2019.  Following settlement of the Offer, €300,005,000 in aggregate nominal amount of the Notes will remain outstanding.
BNP Paribas and Credit Suisse Securities (Europe) Limited are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited is acting as Tender Agent.




 
 



The Dealer Managers














BNP Paribas


Credit Suisse Securities (Europe) Limited




10 Harewood Avenue
London NW1 6AA
United Kingdom


One Cabot Square

Canary Wharf
London E14 4QJ

United Kingdom




Telephone: +44 20 7595 8668
Attention: Liability Management
Email: liability.management@bnpparibas.com


Telephone: +44 20 7883 8763
Attention: Liability Management Group
Email: liability.management@credit-suisse.com




The Tender Agent










Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone +44 20 7704 0880
Attention: Arlind Bytyqi / David Shilson
Email: adecco@lucid-is.com



Further details relating to the contents of this announcement can be obtained from:
Nicholas de la Grense, CFA
Head of Investor Relations
Email: Nicholas.DeLaGrense@adeccogroup.com
Telephone: +41 44 296 9192
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum.  No offer or invitation to acquire any securities is being made pursuant to this announcement.  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.
 




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