TIDMPNA
RNS Number : 2269T
Penna Consulting PLC
24 March 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
24 March 2016
RECOMMENDED CASH OFFER
for
PENNA CONSULTING PLC
by
OLSTEN (U.K.) HOLDINGS LIMITED
an indirect wholly-owned subsidiary of
ADECCO S.A.
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
Posting of the Scheme Document
On 9 March 2016, the boards of Adecco S.A. ("Adecco") and Penna
Consulting Plc ("Penna" or the "Company") announced that they had
reached agreement on the terms of a recommended cash offer to be
made by Olsten (U.K.) Holdings Limited ("Olsten") for the entire
issued and to be issued share capital of Penna (the "Offer"). The
Offer is being implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006.
Under the terms of the Offer, Penna Shareholders holding Scheme
Shares at the Scheme Record Time shall be entitled to receive 365
pence in cash for each Scheme Share held.
The boards of Penna and Adecco announce that Penna is today
posting to Penna Shareholders a scheme document in relation to the
Offer, setting out, amongst other things, the full terms and
conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Companies Act 2006, an expected timetable of
principal events, notices of the Court Meeting and General Meeting
and details of the actions to be taken by Penna Shareholders (the
"Scheme Document"), together with the Forms of Proxy for the Court
Meeting and the General Meeting. Penna is today also posting the
Scheme Document to holders of options or awards under the Penna
Share Schemes.
As further detailed in the Scheme Document, to become effective,
amongst other things, the Scheme requires that the required
majority of Scheme Shareholders vote in favour of the Scheme at the
Court Meeting and that the required majority of Penna Shareholders
vote in favour of the Resolution to be proposed at the General
Meeting. Notices convening the Court Meeting and the General
Meeting, respectively for 2.00 p.m. on 14 April 2016 and 2.15 p.m.
on 14 April 2016 (or as soon thereafter as the Court Meeting is
concluded or adjourned) to be held at the offices of Eversheds LLP,
One Wood Street, London EC2V 7WS, are set out in the Scheme
Document. Forms of Proxy for use at such meetings are enclosed with
the Scheme Document. If the Scheme is approved by the Scheme
Shareholders, the Resolution is approved by the Penna Shareholders,
all other Conditions to the Offer are satisfied or (if capable of
waiver) waived, the Court sanctions the Scheme and the Scheme
becomes effective in accordance with its terms and the expected
timetable, then the Penna Shares will be cancelled from trading on
AIM at 7.00 a.m. on 21 April 2016.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of the Scheme Shareholders'
opinion. Scheme Shareholders are therefore strongly urged to
complete, sign and return the Forms of Proxy (once received) as
soon as possible.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document.
Timetable
The expected timetable of principal events for the
implementation of the Scheme is set out below. If any of the key
dates set out in the expected timetable change, an announcement
will be made through a Regulatory Information Service.
All references to time in this Announcement are to London
times.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date
Latest time for receipt 2.00 p.m. on 12 April
of BLUE Forms of Proxy 2016(1)
for the Court Meeting
Latest time for receipt 2.15 p.m. on 12 April
of WHITE Forms of Proxy 2016(2)
for the General Meeting
Voting Record Time 6.00 p.m. on 12 April
2016(3)
Court Meeting 2.00 p.m. on 14 April
2016
General Meeting 2.15 p.m. on 14 April
2016(4)
The following dates are indicative only and
subject to change (please see note (5) below)
Last day of dealings 19 April 2016(5)
in, and for registration
of transfers of, Penna
Shares
Scheme Record Time 6.00 p.m. on 19 April
2016(5)
Dealings in Penna Shares 7.00 a.m. on 20 April
on AIM suspended 2016(5)
Court Sanction Date 20 April 2016(5)
Effective Date of the 20 April 2016(5), (6)
Scheme
Cancellation of admission 7.00 a.m. on 21 April
to AIM of Penna Shares 2016(5)
Despatch of cheques and within fourteen days
settlement through CREST of the Effective Date
Long Stop Date 30 September 2016(7)
Notes
(1) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged no later than 48 hours prior to the time
appointed for the Court Meeting (excluding any part of a day which
is a non-working day). BLUE Forms of Proxy not so lodged may be
handed to the Company's registrars, Capita Asset Services, on
behalf of the chairman of the Court Meeting, before the start of
the Court Meeting and will still be valid.
(2) WHITE Forms of Proxy for the General Meeting must be lodged
no later than 48 hours prior to the time appointed for the General
Meeting (excluding any part of a day which is a non-working
day).
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two Business Days
prior to the date of the adjourned meeting.
(4) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(5) These dates are indicative only and will depend, among other
things, on the date upon which (i) the Court sanctions the Scheme
(by which date the Conditions must have been satisfied or, if
capable of waiver, waived), and (ii) the Court Order is delivered
to the Registrar of Companies. Penna will give adequate notice of
all of these dates, when known, by issuing an announcement through
a RIS and by posting notice of these dates on its website
(www.penna.com). Further updates of changes to other times or dates
indicated above shall, at Penna's discretion, be notified in the
same way.
(6) This date will be the date the Court Order is delivered to the Registrar of Companies.
(7) This is the latest date by which the Scheme may become
effective unless Penna and Adecco agree, with the consent of the
Panel and (if required) the Court, a later date.
The Court Meeting and the General Meeting will each be held at
the offices of Eversheds LLP at One Wood Street, London EC2V
7WS.
Enquiries:
Adecco
David Hancock Tel: +41 (0) 44 878 88 26
Marina Morsellino Tel: +41 (0) 44 878 87 87
Smith Square Partners (Financial adviser to Adecco and
Olsten)
Jonathan Coddington Tel: +44 (0) 20 3696 7260
Sylvester Oppong
Penna
Gary Browning Tel: +44 (0) 20 7332 7750
David Firth Tel: +44 (0) 20 7332 7751
J.P. Morgan Cazenove (Financial adviser to Penna)
Christopher Dickinson Tel: +44 (0) 20 7742 4000
Guy Bomford
Panmure Gordon (Rule 3 adviser, nominated adviser and corporate
broker to Penna)
Karri Vuori Tel: +44 (0) 20 7886 2500
Dominic Morley
James Greenwood
Vigo Communications (Public relations adviser to Penna)
Ben Simons Tel: +44 (0) 20 7830 9700
Jeremy Garcia
Fiona Henson
J.P. Morgan Limited is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. J.P. Morgan Limited
conducts its UK investment banking business as J.P. Morgan
Cazenove. J.P. Morgan Cazenove is acting as financial adviser
exclusively for Penna and no one else in connection with the Offer
and other matters set out in this Announcement and will not regard
any other person as its client in relation to the matters set out
in this Announcement and will not be responsible to anyone other
than Penna for providing the protections afforded to clients of
J.P. Morgan Cazenove, nor for providing advice in relation to any
matter referred to herein.
Panmure Gordon (UK) Limited is authorised and regulated in the
United Kingdom by the Financial Conduct Authority. Panmure Gordon
is acting as Rule 3 Adviser, nominated adviser and corporate broker
exclusively for Penna and no one else in connection with the Offer
and other matters set out in this Announcement and will not regard
any other person as its client in relation to the matters set out
in this Announcement and will not be responsible to anyone other
than Penna for providing the protections afforded to clients of
Panmure Gordon, nor for providing advice in relation to any matter
referred to herein.
(MORE TO FOLLOW) Dow Jones Newswires
March 24, 2016 08:30 ET (12:30 GMT)
Smith Square Partners LLP is authorised and regulated by the
Financial Conduct Authority in the United Kingdom. Smith Square
Partners is acting exclusively for Adecco and Olsten and no one
else in connection with the Offer and other matters set out in this
Announcement and will not be responsible to anyone other than
Adecco and Olsten for providing the protections afforded to clients
of Smith Square Partners, nor for providing advice in connection
with the Offer or any matter referred to herein.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Offer or otherwise. The Offer will
be made solely through the Scheme Document and the accompanying
Forms of Proxy, which will contain the full terms and conditions of
the Offer, including details of how to vote in respect of the
Offer. Any approval, decision or other response to the Offer should
be made only on the basis of the information in the Scheme
Document. Scheme Shareholders are strongly advised to read the
formal documentation in relation to the Offer once it has been
dispatched.
This Announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Overseas shareholders
The laws of the relevant jurisdictions may affect the
availability of the Offer to persons who are not resident in the
United Kingdom. Persons who are not resident in the United Kingdom,
or who are subject to laws of any jurisdiction other than the
United Kingdom, should inform themselves about, and observe, any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Penna Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Penna Shares in respect of the Court Meeting
or the General Meeting on their behalf, may be affected by the laws
of the relevant jurisdiction in which they are located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Offer will not be made, directly or indirectly, in or into
or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this Announcement, the Scheme
Document and formal documentation relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded or distributed in, into or from a Restricted Jurisdiction
and persons receiving this Announcement or the Scheme Document
(including custodians, nominees and trustees) must not distribute
or send it into or from a Restricted Jurisdiction. In the event
that the Offer is implemented by way of a Takeover Offer and
extended into the US, Adecco will do so in satisfaction of the
procedural and filing requirements of the US securities laws at
that time, to the extent applicable thereto.
The Offer relates to the shares of a UK company and is being
made by means of a scheme of arrangement provided for under the
laws of England and Wales. The Scheme will relate to the shares of
a UK company that is a "foreign private issuer" as defined under
Rule 3b-4 under the US Exchange Act. A transaction effected by
means of a scheme of arrangement is not subject to the shareholder
vote, proxy solicitation and tender offer rules under the Exchange
Act. Accordingly, the Scheme is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements and
practices of US shareholder vote, proxy solicitation and tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standards applicable in the UK and may not be comparable to the
financial statements of US companies. However, if Adecco were to
elect to implement the Offer by means of a Takeover Offer, such
Takeover Offer shall be made in compliance with all applicable laws
and regulations, including Section 14(e) of the Exchange Act and
Regulation 14E thereunder. Such Takeover Offer would be made in the
US by Adecco and no one else. In addition to any such Takeover
Offer, Adecco, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Penna outside such Takeover
Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase
are made they would be made outside the United States in compliance
with applicable law, including the Exchange Act.
Forward-looking statements
This Announcement and the Scheme Document (including information
incorporated by reference in this Announcement and the Scheme
Document) may contain certain "forward-looking statements" with
respect to Adecco, Olsten or Penna. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could" or other words or terms of similar
meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of the Adecco Group or the
Penna Group and potential synergies resulting from the Offer; and
(iii) the effects of government regulation on the business of the
Adecco Group or the Penna Group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. You are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. All subsequent
oral or written forward-looking statements attributable to Adecco,
Olsten or Penna or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Should one or more of these risks or uncertainties materialise, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in this Announcement and the
Scheme Document. Adecco, Olsten and Penna assume no obligation to
update publicly or revise forward-looking or other statements
contained in this Announcement, whether as a result of new
information, future events or otherwise, except to the extent
legally required.
Right to switch to a Takeover Offer
Adecco reserves the right to elect, with the consent of the
Takeover Panel, to implement the Offer by way of a Takeover Offer
for the entire issued and to be issued ordinary share capital of
Penna as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Adecco
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to
in Part III of the Scheme Document.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement and the Scheme Document will be made available
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), free of charge, on Adecco's website at
www.adecco.com/en-US/investors/Pages/penna-transaction-documents.aspx
and Penna's website at www.penna.com by no later than 12:00 noon on
the Business Day following this Announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement or the
Scheme Document.
(MORE TO FOLLOW) Dow Jones Newswires
March 24, 2016 08:30 ET (12:30 GMT)
In accordance with Rule 30.2 of the Code, a person so entitled
may request a hard copy of this Announcement and the Scheme
Document, free of charge, by contacting Smith Square Partners on
+44 (0) 20 3696 7260 or J.P. Morgan Cazenove on +44 (0) 20 7777
2000. For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. In accordance
with Rule 30.2 of the Code, a person so entitled may also request
that all future documents, announcements and information to be sent
to them in relation to the Offer should be in hard copy form.
Information relating to Penna Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Penna Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Penna may be provided to Olsten during the
Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12(c) of the Code.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. on the 10th Business Day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on
the 10th Business Day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the
Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror, and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFJIMTTMBTTBJF
(END) Dow Jones Newswires
March 24, 2016 08:30 ET (12:30 GMT)
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