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Adecco launches mandatory convertible bonds |
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Corporate news announcement processed and transmitted by Hugin AS.
The issuer is solely responsible for the content of this
announcement.
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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO
THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR TO ANY
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART
OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD
BE UNLAWFUL TO DO SO.
Zurich, Switzerland, October 20, 2009: Adecco Group, the world's
leading provider of HR solutions, today launches an offering of CHF
900 million mandatory convertible bonds (the "Bonds").
The Bonds will be issued by Adecco Investments (Bermuda) Ltd (the
"Issuer") a wholly-owned subsidiary of Adecco SA, and will represent
senior secured limited recourse obligations of the Issuer. At
maturity, the Bonds will be mandatorily convertible into fully paid
ordinary shares of Adecco SA (the "Shares"). The Bonds will be
offered in Switzerland and privately placed in reliance on Regulation
S under the US Securities Act of 1933 (as amended) solely to
institutional investors outside the United States, Canada, Australia,
South Africa or Japan.
The net proceeds of the offering will increase Adecco's financial
flexibility and strengthen its balance sheet in conjunction with the
announced acquisition of MPS Group.
On the basis of yesterday's closing price, up to 16.5 million Shares
will underlie the Bonds on issue, equivalent to
CHF 900 million. Depending on the development of the share price
during placement, and the final issue size of the Bonds, the number
of Shares underlying the Bonds may vary. The Shares underlying the
Bonds will be sourced from treasury shares and/or conditional share
capital, at Adecco's election.
Terms of the Bonds
The Bonds will have a maturity of 3 years, will be issued at 100% of
the principal amount and will be mandatorily convertible into Shares
at the maturity of the Bonds. The Bonds are expected to pay a coupon
in the range of 5.50% - 6.50% per annum. The minimum conversion price
will be equal to the reference share price and the maximum conversion
price is expected to be set in the range between 120% and 125% of the
minimum conversion price. The coupon and the maximum conversion price
will be determined based on a bookbuilding process with the reference
price of the Bonds being determined by the placement price of Shares
in a concurrent Equity Offering as described below.
The offering allows Adecco to raise high quality capital whilst
participating in the potential upside of its Shares. Due to their
specific terms, Adecco expects that the Bonds will receive high
equity credit treatment from rating agencies. The combination of the
issue of the bonds and the acquisition of the MPS Group is expected
to result in a negative impact on the Adecco Group's corporate credit
ratings but the offering demonstrates Adecco's strong commitment to
retain an investment grade rating.
Deutsche Bank is acting as Global Co-ordinator for the offering and
Credit Suisse and Deutsche Bank are acting as Joint Lead Managers and
Joint Bookrunners for the offering.
Concurrent Equity Offering
Concurrent with the offering of the Bonds, a bookbuilding for an
accelerated existing equity offering of Shares (the "Equity
Offering") will be carried out by Credit Suisse and Deutsche Bank.
The Equity Offering is being undertaken in order to coordinate
possible selling interest in the Shares on the part of potential
bondholders resulting from the issuance of the Bonds. The Equity
Offering will be launched at an indicative amount of approximately
CHF 600 million and its final size will be determined upon completion
of a bookbuilding for the placement of the Bonds. The final price for
the bookbuilding of the Shares being offered in the Equity Offering
(the "Placing Shares") will be used as the reference price for the
Bonds.
The final terms of the Bonds and the concurrent Equity Offering are
expected to be announced today in a separate press release.
Settlement of the Bonds is expected to occur on or around November
15, 2009. The Bonds are intended to be listed and admitted to trading
on the SIX Swiss Exchange.
Q3 2009 Market Update
Adecco's trading in the third quarter of 2009 has developed fully in
line with Adecco management expectations. Over the course of the
third quarter market conditions improved. Adecco will report Q3 2009
results on November 5, 2009 at 7 a.m. (CET) 6 a.m. (GMT).
Invitation to media and analyst conference call
There will be a media and analyst conference call at 10 a.m. (CET) 9
a.m. (GMT). The dial-in numbers are as follows:
UK / Global + 44 (0)207 107 06 11
United States + 1 866 291 41 66
Cont. Europe +41 (0)91 610 56 00
Details for the webcast can be found at our Investor Relations
section at http://webcast.adecco.com
Contacts:
Adecco Corporate Investor Relations
Investor.relations@adecco.com or +41 (0) 44 878 89 89
Adecco Corporate Press Office
Press.office@adecco.com or +41 (0) 44 878 87 87
Forward-looking statements
Information in this release may involve guidance, expectations,
beliefs, plans, intentions or strategies regarding the future. These
forward-looking statements involve risks and uncertainties. All
forward-looking statements included in this release are based on
information available to Adecco S.A. as of the date of this release,
and we assume no duty to update any such forward-looking statements.
The forward-looking statements in this release are not guarantees of
future performance and actual results could differ materially from
our current expectations. Numerous factors could cause or contribute
to such differences. Factors that could affect the Company's
forward-looking statements include, among other things: global GDP
trends and the demand for temporary work; changes in regulation of
temporary work; intense competition in the markets in which the
Company competes; changes in the Company's ability to attract and
retain qualified internal and external personnel or clients; the
potential impact of disruptions related to IT; any adverse
developments in existing commercial relationships, disputes or legal
and tax proceedings.
About the Adecco Group
The Adecco Group, based in Zurich, Switzerland, is the world's
leading provider of HR solutions. With over 29,000 FTE employees and
more than 5,800 offices, in over 60 countries and territories around
the world, Adecco Group offers a wide variety of services, connecting
more than 500,000 colleagues with over 100,000 clients every day. The
services offered fall into the broad categories of temporary
staffing, permanent placement, outsourcing, consulting and
outplacement. The Adecco Group is a Fortune Global 500 company.
Adecco S.A. is registered in Switzerland (ISIN: CH0012138605) with
listings on the SIX Swiss Exchange (ADEN) and on Euronext in France
(ADE).
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN THE UNITED
STATES. THE SECURITIES REFERRED TO HEREIN (INCLUDING THE BONDS AND
THE REGISTERED SHARES OF ADECCO) HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR THE LAWS OF ANY STATE WITHIN THE UNITED STATES,
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT IN A
TRANSACTION NOT SUBJECT TO, OR PURSUANT TO AN APPLICABLE EXEMPTION
FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY
STATE SECURITIES LAWS. THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN MAY NOT BE DISTRIBUTED OR SENT INTO THE UNITED
STATES, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE
SECURITIES DESCRIBED HEREIN WOULD BE PROHIBITED BY APPLICABLE LAWS.
NO OFFERING OF THE BONDS OR THE SHARES IS BEING MADE IN THE UNITED
STATES.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING PROSPECTUS WITHIN
THE MEANING OF ART. 1156 AND 652A OF THE SWISS CODE OF OBLIGATIONS,
NOR A LISTING PROSPECTUS WITHIN THE MEANING OF THE LISTING RULES OF
THE SIX SWISS EXCHANGE
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED
AS INVESTMENT ADVICE AND DOES NOT CONSTITUTE OR FORM PART OF, AND
SHOULD NOT BE CONSTRUED AS AN OFFER OR AN INVITATION TO SELL, OR
ISSUE OR THE SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY
SECURITIES.
ANY DECISION TO PURCHASE ANY OF THE SECURITIES SHOULD ONLY BE MADE ON
THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE
PUBLICLY AVAILABLE INFORMATION RELATING TO THE ISSUER AND THE ADECCO
GROUP OF COMPANIES (THE "GROUP") AND, IN THE CASE OF THE BONDS, THE
OFFERING CIRCULAR. NEITHER CREDIT SUISSE NOR DEUTSCHE BANK AG (THE
"JOINT BOOKRUNNERS") NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPTS
ANY LIABILITY ARISING FROM THE USE OF, OR MAKES ANY REPRESENTATION AS
TO THE ACCURACY OR COMPLETENESS OF, THIS ANNOUNCEMENT, THE OFFERING
CIRCULAR OR THE PUBLICLY AVAILABLE INFORMATION OF THE GROUP.
INVESTORS SHOULD CONSULT THEIR PROFESSIONAL ADVISERS TO ASCERTAIN THE
SUITABILITY OF THE BONDS OR THE SHARES AS AN INVESTMENT. THE JOINT
BOOKRUNNERS ARE ACTING FOR THE ISSUER AND ADECCO S.A. AND FOR NO-ONE
ELSE IN CONNECTION WITH THE BOND OFFERING AND WILL NOT BE RESPONSIBLE
TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO EACH OF
ITS RESPECTIVE CLIENTS NOR FOR PROVIDING ADVICE IN CONNECTION WITH
THE TRANSACTION.
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
HEREIN AND THE OFFER AND SALE OF THE BONDS AND THE SHARES IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED BY LAW. ANY PERSONS READING
ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH
RESTRICTIONS. THERE SHALL BE NO OFFER OR SALE OF THE BONDS OR THE
SHARES OR DISTRIBUTION OF THIS ANNOUNCEMENT, THE INFORMATION
CONTAINED HEREIN, OR ANY OTHER INFORMATION IN CONNECTION WITH THE
BONDS OR THE SHARES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION, SALE OR DISTRIBUTION WOULD BE UNLAWFUL PRIOR TO
QUALIFICATION UNDER SECURITIES LAWS OF SUCH STATE OR JURISDICTION.
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED ONLY AT (I)
PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER")
AND (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2) OF THE
ORDER AND (III) PERSONS TO WHOM IT WOULD OTHERWISE BE LAWFUL TO
DISTRIBUTE IT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THE BONDS AND THE SHARES ARE ONLY AVAILABLE TO,
AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR
OTHERWISE ACQUIRE SUCH BONDS WILL BE ENGAGED IN ONLY WITH, RELEVANT
PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR
RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.
IN ADDITION, IF AND TO THE EXTENT THAT THIS ANNOUNCEMENT OR THE
INFORMATION CONTAINED HEREIN IS COMMUNICATED IN, OR THE OFFER OF
SECURITIES TO WHICH IT RELATES IS MADE IN, ANY EEA MEMBER STATE THAT
HAS IMPLEMENTED DIRECTIVE 2003/71/EC (TOGETHER WITH ANY APPLICABLE
IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE "PROSPECTUS
DIRECTIVE"), THIS SUMMARY ANNOUNCEMENT AND THE OFFERING OF ANY
SECURITIES DESCRIBED HEREIN ARE ONLY ADDRESSED TO AND DIRECTED AT
PERSONS IN THAT MEMBER STATE WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF THE PROSPECTUS DIRECTIVE (OR WHO ARE OTHER PERSONS TO WHOM
THE OFFER MAY LAWFULLY BE ADDRESSED) AND MUST NOT BE ACTED ON OR
RELIED ON BY OTHER PERSONS IN THAT MEMBER STATE.
AN INCENTIVE FEE MAY BE PAYABLE BY THE ISSUER TO THE JOINT
BOOKRUNNERS IN RELATION TO THE OFFERING OF THE BONDS. FURTHER
INFORMATION CAN BE OBTAINED FROM YOUR USUAL CONTACTS AT THE JOINT
BOOKRUNNERS.
--- End of Message ---
Adecco SA
Sagereistrasse 10 Glattbrugg Switzerland
WKN: 922031;
ISIN: CH0012138605; Index: SLCI, SMI, SPI, SMIEXP;
Listed: Main Market in SIX Swiss Exchange; Copyright © Hugin AS 2009. All rights reserved.
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