REG - Adecco Int Fin B.V. - Tender Offer - Indicative Results Announcement

Adecco AGAnnouncement

06/12/2023 10:00

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RNS Number : 8649V  Adecco Intl Financial Services B.V.  06 December 2023

Adecco International Financial Services B.V. announces Indicative Results of
Tender Offer for its

€500,000,000 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 OR INTO ANY OTHER JURISDICTION
OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT

6 December 2023.  Adecco International Financial Services B.V. (the Company)
announces today the indicative results of its invitation to holders of its
outstanding €500,000,000 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 was announced on 28 November 2023, and was 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.
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 5.00 p.m. (CET) on 5 December 2023.

The Company has received valid tenders of €69,647,000 in aggregate nominal
amount of the Notes for purchase pursuant to the Offer. If the Company decides
to accept Notes validly tendered for purchase pursuant to the Offer, it
expects to set the Final Acceptance Amount at €69,647,000 in aggregate
nominal amount of the Notes and, accordingly, it expects to accept for
purchase all validly tendered Notes in full, with no pro rata scaling.

A summary of the indicative results of the Offer appears below:

 Description of the Notes                                  ISIN/ Common Code         Expected Final Acceptance Amount  Expected Scaling Factor
 €500,000,000 1.000 per cent. Notes due 2 December 2024    XS1527526799 / 152752679  €69,647,000                       Not Applicable

Noteholders should note that this is a non-binding indication of the level at
which the Company expects to set the Final Acceptance Amount and the Scaling
Factor.

Pricing for the Offer will take place at or around 11.00 a.m. (CET) today (the
Pricing Time).  As soon as reasonably practicable after the Pricing Time, the
Company will announce whether it will accept any valid tenders of Notes
pursuant to the 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).

The Settlement Date in respect of those Notes (if any) accepted for purchase
is expected to be 8 December 2023.

Barclays Bank Ireland PLC (Telephone: +44 20 3134 8515; Attention: Liability
Management Group; Email: eu.lm@barclays.com) and Standard Chartered Bank AG
(Telephone: +44 20 7885 5739 / +852 3983 8658 / +65 6557 8286; Attention:
Liability Management Group; Email: liability_management@sc.com) are acting as
Dealer Managers for the Offer and Kroll Issuer Services Limited (Telephone:
+44 20 7704 0880; Attention: Jacek Kusion; Email: adecco@is.kroll.com; Offer
Website: https://deals.is.kroll.com/adecco) is acting as Tender Agent.

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.  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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