TIDMZZZZ TIDM86CK
RNS Number : 3978E
Adecco SA
06 April 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON
OR IN OR INTO THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA OR TO ANY PERSON
LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
Adecco Group announces new issue spread range in relation to the
tender and exchange offers for the existing debt securities of
Adecco International Financial Services B.V.
Zurich, Switzerland, 6 April 2011: Adecco Group announces today
the New Issue Spread Range in relation to the tender and exchange
offers by Adecco International Financial Services B.V., which will
be 140 bps to 150 bps.
Further to its previous announcement dated 31 March 2011, Adecco
Group announces today the New Issue Spread Range in relation to the
invitation by Adecco International Financial Services B.V. (the
Issuer) to holders (subject to the offer and distribution
restrictions referred to below) of its outstanding EUR500,000,000
4.50 per cent. Guaranteed Notes due 2013 (ISIN: XS0250709333; the
2013 Notes), and its outstanding EUR500,000,000 7.625 per cent.
Notes due 2014 (ISIN: XS0425722922; the 2014 Notes and, together
with the 2013 Notes, the Existing Notes) to offer to exchange their
Existing Notes for Euro-denominated Fixed Rate Notes due 2018 (the
New Notes) to be issued by the Issuer under the EUR2,000,000,000
Euro Medium Term Note Programme and unconditionally and irrevocably
guaranteed by Adecco S.A. (the Guarantor) (each such invitation an
Exchange Offer and, together, the Exchange Offers).
On 31 March 2011, Adecco Group also announced the separate
invitations by the Issuer to holders (subject to the offer and
distribution restrictions referred to below) of the Existing Notes
to tender their Existing Notes for purchase by the Issuer for cash
(the Tender Offers and, together with the Exchange Offers, the
Offers).
The Offers were made on the terms and subject to the conditions
set out in the Offer Memorandum dated 31 March 2011 (the Offer
Memorandum).
Copies of the Offer Memorandum are available from the Joint
Dealer Managers and the Exchange and Tender Agent as set out below.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Offer Memorandum.
New Issue Spread Range
The New Issue Spread Range, within which the New Issue Spread
will be fixed, has been set at 140 bps to 150 bps.
The final New Issue Spread will be determined based on feedback
solicited by the Joint Dealer Managers from the markets prior to
pricing, which is now intended to take place at a time, determined
by the Issuer in its sole discretion, between 1.00 p.m. (CET) and
5.00 p.m. (CET) on 7 April 2011, and will be announced by the
Issuer as soon as reasonably practicable thereafter, all as more
fully described in the Offer Memorandum.
Noteholders are advised to read carefully the Offer Memorandum
for full details of and information on the procedures for
participating in the Offers.
Societe Generale and The Royal Bank of Scotland plc are acting
as Joint Dealer Managers and Lucid Issuer Services Limited is
acting as Exchange and Tender Agent.
Questions and requests for assistance in connection with the
Offers may be directed to any Joint Dealer Manager.
Joint Dealer Managers
Societe Generale The Royal Bank of Scotland plc
17, Cours Valmy 135 Bishopsgate
92987 Paris La Defense London EC2M 3UR
France United Kingdom
Telephone: +33 (0)1 42 13 87 36 Telephone: +44 20 7085 3781 / 8056
Attention: Cyril Chatelain Email: Attention: Gianmarco Deiana / Andrew
liability.management@sgcib.com Burton
Email: liabilitymanagement@rbs.com
Questions and requests for assistance in connection with the
delivery of Exchange Instructions or Tender Instructions may be
directed to the Exchange and Tender Agent.
Exchange and Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
Telephone: +44 20 7704 0880
Fax: +44 20 7067 9098
Attention: Thomas Choquet/Sunjeeve Patel
Email: adecco@lucid-is.com
DISCLAIMERThis announcement must be read in conjunction with the
Offer Memorandum. This announcement and the Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offers. If you are in any
doubt as to the contents of this announcement or the Offer
Memorandum or the action you should take, you are recommended to
seek your own financial and legal advice, including as to any tax
consequences, immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Existing Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee or intermediary must contact such entity if it wishes
to participate in the Offers. None of the Joint Dealer Managers,
the Exchange and Tender Agent, the Issuer or the Guarantor makes
any recommendation as to whether Noteholders should offer Existing
Notes for exchange or tender Existing Notes for purchase pursuant
to the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Offer Memorandum constitutes
an offer to sell or buy or the solicitation of an offer to sell or
buy the Existing Notes and/or New Notes, as applicable, (and offers
of Existing Notes for exchange and tenders of Existing Notes for
purchase pursuant to 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 Joint Dealer Managers
or any of their respective affiliates is such a licensed broker or
dealer in any such jurisdiction, that Offer shall be deemed to be
made by such Joint Dealer Manager or affiliate, as the case may be,
on behalf of the Issuer in such jurisdiction.
The distribution of this announcement and the Offer Memorandum
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement or the Offer Memorandum comes
are required by the Issuer, the Guarantor, the Joint Dealer
Managers and the Exchange and Tender Agent to inform themselves
about, and to observe, any such restrictions.
United States
The Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mail 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
or to, or for the account or benefit of, U.S. persons (as defined
in Regulation S under the United States Securities Act of 1933, as
amended (the Securities Act)). This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly,
copies of this announcement and the 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 U.S. persons and the Existing Notes cannot be
offered for exchange or tendered for purchase in the Offers by any
such use, means, instrumentality or facilities or from within the
United States or by U.S. persons. Any purported offer of Existing
Notes for exchange, or any purported tender of Existing Notes for
purchase, resulting directly or indirectly from a violation of
these restrictions will be invalid and any purported offer of
Existing Notes for exchange, or any purported tender of Existing
Notes for purchase, made by a U.S. person, 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 or for a U.S. person will be invalid
and will not be accepted.
Neither this announcement nor the Offer Memorandum is an offer
of securities for sale in the United States or to U.S. persons.
Securities may not be offered or sold in the United States absent
registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes 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. The purpose of this announcement and the
Offer Memorandum is limited to the Offers and this announcement and
the Offer Memorandum may not be sent or given to a person in the
United States or otherwise to any person other than in an offshore
transaction in accordance with Regulation S under the Securities
Act.
Each holder of Existing Notes participating in the Offers will
represent that it is not located in the United States and is not
participating in the relevant Offer from the United States, that it
is participating in such Offer in accordance with Regulation S
under the Securities Act and that it is not a U.S. person, 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 and is not a U.S. person. For the
purposes of this and the above two paragraphs, United States means
the United States of America, its territories and possessions, any
state of the United States of America and the District of
Columbia.
Italy
The Offers are not being made, directly or indirectly, in the
Republic of Italy (Italy). The Offers, this announcement and the
Offer Memorandum have not been submitted to the clearance
procedures of the Commissione Nazionale per le Societa e la Borsa
(CONSOB) pursuant to Italian laws and regulations. Accordingly,
holders of Existing Notes are notified that, to the extent such
holders are located or resident in Italy, the Offers are not
available to them and they may not offer Existing Notes for
exchange or tender Existing Notes for purchase pursuant to the
Offers nor may the New Notes be offered, sold or delivered in
Italy, and neither this announcement, the Offer Memorandum nor any
other documents or materials relating to the Offers, the Existing
Notes or the New Notes may be distributed or made available in
Italy as part of a public tender or exchange offer (offerta
pubblica di acquisto o di scambio) (as defined in Article 1,
paragraph 1(v) of Italian Legislative Decree No. 58 of 24 February
1998, as amended) from which no applicable exemption is
available.
Other
The Offers are not being made, and will not be made, directly or
indirectly, to the public in the United Kingdom or France. In the
United Kingdom and France, only the following persons may
participate in the Offers and receive this announcement and the
Offer Memorandum (as more fully set out in the Offer
Memorandum):
United Kingdom (investment professionals and persons within
Article 43 or otherwise permitted by the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005) / France
(certain qualified investors and providers of investment services
relating to portfolio managementfor the account of third parties,
other than individuals).
To ensure compliance with the Swiss Code of Obligations and all
other applicable laws and regulations of Switzerland, only the
Offer Memorandum (including all information incorporated therein by
reference) may be used in the context of any invitation to
Noteholders to offer to exchange their Existing Notes for New Notes
pursuant to the Exchange Offers or any offer of the New Notes for
sale or otherwise in or into Switzerland.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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