Tender Offer

Source: RNS
RNS Number : 4988Y
Adecco Group AG
09 May 2019
 

Adecco Refinancing B.V. announces Tender Offer for 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 (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).

9 May 2019.  Adecco Refinancing B.V. (the Company) announces today 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 subject to satisfaction of the New Financing Condition (as defined below) (such invitation the Offer).  The Offer is being 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, and is 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 Offer is being made (subject to the New Financing Condition) to optimise the Adecco Group's debt maturity profile and cost of capital, in line with the Adecco Group's objectives.

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

Purchase Yield*

Amount subject to the Offer

€500,000,000 1.500 per cent. Notes due 22 November 2022

XS1237184533 / 123718453

€500,000,000

-0.10 per cent.

Subject as set out in the Tender Offer Memorandum, an aggregate nominal amount of up to €200,000,000

* For information purposes only, the Purchase Price will, when determined in the manner described herein and in the Tender Offer Memorandum on the basis of a yield to the first optional par call date of the Notes (being 24 August 2022) and a Settlement Date of 20 May 2019, be 105.223 per cent. Should the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offer differ from 20 May 2019, the Purchase Price will be recalculated, all as further described herein and in the Tender Offer Memorandum.

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 a price (the Purchase Price) to be determined in the manner described in the Tender Offer Memorandum by reference to a fixed purchase yield (the Purchase Yield) of -0.10 per cent.

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 the first optional par call date of the Notes (being 24 August 2022) on the Settlement Date based on the Purchase Yield.

The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.

New Financing Condition

The Company is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer.  The acceptance for purchase by the Company of Notes tendered pursuant to the Offer is at the sole and absolute discretion of the Company and tenders may be rejected by the Company for any reason. 

Adecco International Financial Services B.V. announced on 9 May 2019 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 Offer.  Whether the Company will accept for purchase Notes validly tendered in the Offer 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 22 March 2019, as supplemented by the supplement dated 7 May 2019 (together, the Offering Circular) prepared in connection with the €3,500,000,000 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 (the Final Terms) and no reliance is to be placed on any representations other than those contained in the Offering Circular.

Final Acceptance Amount and Scaling

The Company proposes that (subject to satisfaction or waiver of the New Financing Condition) 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 €200,000,000, 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 (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) 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 4.00 p.m. (London time) on 16 May 2019 (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 amounts of €1,000 thereafter.



Indicative Timetable for the Offer

Events

 

Times and Dates

(All times are London time)

Commencement of the Offer

 

 

Offer announced. 

Tender Offer Memorandum available from the Tender Agent.

 

Thursday, 9 May 2019

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 Offer.

 

4.00 p.m. on

Thursday, 16 May 2019

Announcement of Results and Pricing of the Offer

 

 

Announcement of 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 Notes pursuant to the Offer and, if so accepted, the Final Acceptance Amount, the Purchase Price, details of any pro rata scaling of tenders of the Notes and Accrued Interest (expressed as a percentage of the nominal amount of the Notes).

 

As soon as reasonably practicable on Friday, 17 May 2019

Settlement Date

 

 

Subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, expected Settlement Date for the Offer.

 

Monday, 20 May 2019

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.

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.

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.

The Dealer Managers

 

 

BNP Paribas

Credit Suisse Securities (Europe) Limited

10 Harewood Avenue
London NW1 6AA

United Kingdom

 

Telephone: +44 20 7595 8668

Attention: Liability Management

Email: liability.management@bnpparibas.com

One Cabot Square
Canary Wharf

London E14 4QJ
United Kingdom

 

Telephone: +44 20 7883 8763

Attention: Liability Management Group

Email: liability.management@credit-suisse.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: 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.  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 and legal advice, including in respect of any tax 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.

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.

Compliance information for the New Notes: MiFID II professionals/ECPs-only/No PRIIPs KID - eligible counterparties and professional clients only (all distribution channels). No sales to EEA retail investors; no key information document has been or will be prepared. See the Offering Circular and Final Terms for further information.

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 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. 

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 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 two paragraphs, 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 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 (the Issuers' Regulation). The Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. 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 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).  None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Offer 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 qualifiés), 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 monétaire et financier, are eligible to participate in the Offer.  Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.

 


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