REG - Adecco Int Fin B.V. - Tender Offer

Adecco AGAnnouncement

28/11/2023 09:30

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RNS Number : 9050U  Adecco Intl Financial Services B.V.  28 November 2023

Adecco International Financial Services B.V. announces 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 (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 €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 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 the Notes                                  ISIN/ Common Code         Outstanding Nominal Amount  Benchmark Rate*       Purchase Spread*  Amount subject to the Offer
 €500,000,000 1.000 per cent. Notes due 2 December 2024    XS1527526799 / 152752679  €500,000,000                1 Year Mid-Swap Rate  -20 bps           Subject as set out in the Tender Offer Memorandum, an aggregate nominal amount
                                                                                                                                                         of up to €150,000,000
 *    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
€150,000,000, 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 €100,000, being the minimum denomination of the
Notes, and may be submitted in integral multiples of €1,000 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 by the Tender Agent in      5.00 p.m. on 5 December 2023
 order for Noteholders to be able to participate in the Offer.
 Announcement of Indicative Results
 Announcement by the Company of a non-binding indication of (i) the level at         Prior to the Pricing Time on 6 December 2023
 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 Yield and the Purchase      At or around 11.00 a.m. on 6 December 2023
 Price.
 Announcement of Results and Pricing of the Offer
 Announcement of whether the Company will accept any valid tenders of Notes          As soon as reasonably practicable after the Pricing Time on 6 December 2023
 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).
 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 3983 8658 / +65 6557 8286

 Attention: Liability Management 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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