Financial press Release

Adecco Group announces tender and exchange offers for existing debt securities

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Press Release


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 tender and exchange offers for existing debt securities

Zurich, Switzerland, March 31, 2011: Adecco Group, the worldwide leader in Human Resource services, announces today tender and exchange offers, by Adecco International Financial Services B.V. (the Issuer), for its EUR 500 million notes with a coupon of 4.5%, due in 2013 and its EUR 500 million notes with a coupon of 7.625% due in 2014. The Issuer offers to exchange the respective notes for newly issued 7-year fixed rate notes, or noteholders may tender the existing notes to the Issuer for cash. The purpose of the transaction is to lengthen Adecco Group’s debt maturity profile and to take advantage of favourable market conditions.

The Issuer invites (subject to the offer and distribution restrictions referred below) holders of its outstanding EUR 500 million, 4.5% coupon notes due in 2013 and holders of its outstanding EUR 500 million, 7.625% coupon notes due in 2014 to either:

 

a)

exchange their existing notes for new EUR denominated 7-year fixed rate notes to be issued by the Issuer within the framework of the Euro Medium Term Note programme and guaranteed by Adecco S.A., or

b)

to tender their existing notes for purchase by the Issuer for cash.



The purpose of the offers is to lengthen Adecco Group’s debt maturity profile and to take advantage of favourable market conditions.

 

The Offers are made on the terms and subject to the conditions set out in the Offer Memorandum dated 31 March 2011 (the Offer Memorandum).

 

 

ISIN / Common Code

Outstanding Nominal Amount

Offer Spread

New Issue Spread

Amount subject to the Offers

2013 Notes

XS0250709333 / 025070933

EUR 500,000,000

50 basis points

To be determined as described in the Offer Memorandum

Up to EUR 450,000,000 in aggregate nominal amount (subject as set out in the Offer Memorandum), in the order of priority set out in the Offer Memorandum

2014 Notes

XS0425722922 / 042572292

EUR 500,000,000

80 basis points

 

 

 

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.

 

The Exchange Offers

 

Exchange Consideration

The nominal amount of New Notes each Noteholder whose Existing Notes are accepted for exchange pursuant to an Exchange Offer will receive, on the Settlement Date, will be calculated by reference to the Exchange Ratio applicable to the relevant Series, which will be calculated by dividing the Exchange Price for such Series by the New Issue Price.

 

The Issuer will also pay each such Noteholder, on the Settlement Date, an Accrued Interest Payment and (if applicable) a Cash Rounding Amount.

 

Pricing of the New Notes

The New Issue Spread will be determined based on feedback solicited by the Joint Dealer Managers from the markets prior to pricing at or around 2.00p.m. (CET) on 7 April 2011 (the Pricing Time) and will be announced by the Issuer as soon as reasonably practicable thereafter. The range (the New Issue Spread Range) within which the New Issue Spread will be fixed will be announced by the Issuer at or around 10.00 a.m. (CET) on 6 April 2011 (the New Issue Spread Range Fixing Time).

 

The New Issue Spread will be added to the mid-market arithmetic mean of the bid and offered rates for euro swap transactions with a maturity of 7 years to determine the New Issue Yield, which is intended to reflect the yield to maturity of the New Notes on the Settlement Date, from which the New Issue Price and the New Issue Coupon will be calculated in accordance with market convention.

 

Minimum New Issue Size

The Issuer's current intention is that the aggregate nominal amount of the New Notes (including any Additional New Notes as described below) to be issued will be at least EUR 500,000,000, and each Exchange Offer is conditional on the aggregate nominal amount of the New Notes (including any Additional New Notes) to be issued equalling a minimum of EUR 400,000,000 (the Minimum New Issue Size).

 

The Tender Offers

The amount payable, on the Settlement Date, by the Issuer to each Noteholder whose Existing Notes are accepted for purchase pursuant to a Tender Offer will be calculated by reference to the Tender Price for the relevant Series.

 

The Issuer will also pay each such Noteholder, on the Settlement Date, an Accrued Interest Payment.

 

Exchange Prices and Tender Prices

The Exchange Prices and the Tender Prices will be calculated at the Pricing Time in accordance with market convention. Each such price is intended to reflect a yield to maturity of the 2013 Notes or the 2014 Notes, as applicable, on the Settlement Date based on the sum of:

 

(a)

in the case of the 2013 Notes, the 2013 Offer Spread and a linear interpolation of the 2 Year Mid-Swap Rate

and the 3 Year Mid-Swap Rate; or

(b)

in the case of the 2014 Notes, the 2014 Offer Spread and a linear interpolation of the 3 Year Mid-Swap Rate

and the 4 Year Mid-Swap Rate.



Final Acceptance Amount, Priority of Acceptance and Scaling

The Issuer currently intends to accept for exchange pursuant to the Exchange Offers and for purchase pursuant to the Tender Offers a combined total aggregate nominal amount of up to EUR 450,000,000 of the Existing Notes, although the Issuer reserves the right, in its sole discretion, to accept less than or more than such amount for exchange and/or purchase pursuant to the Offers (the final amount accepted for exchange and/or purchase pursuant to the Offers being the Final Acceptance Amount).

 

Subject to the satisfaction of the other conditions of the Offers, the Issuer intends to accept (i) 2013 Notes validly offered for exchange or tendered for purchase in priority to 2014 Notes validly offered for exchange or tendered for purchase and (ii) 2014 Notes validly offered for exchange in priority to 2014 Notes validly tendered for purchase.

 

If the aggregate nominal amount of the Existing Notes offered for exchange or tendered for purchase pursuant to the Offers exceeds the Final Acceptance Amount, the Issuer intends to accept certain offers or tenders of Existing Notes on a pro rata basis such that the aggregate nominal amount of Existing Notes accepted for exchange or for purchase, as applicable, pursuant to the Offers is no greater than the Final Acceptance Amount, all as fully described in the Offer Memorandum.

 

Additional New Notes and New Issue Condition

In connection with the Offers, the Issuer currently intends to issue further notes under the Programme (the Additional New Notes) of the same series and with the same terms and conditions as the New Notes (although the issue of such Additional New Notes remains at the sole discretion of the Issuer). The Additional New Notes (if any) will be subscribed for by the relevant manager or managers. Whether the Issuer will accept for exchange and/or purchase Existing Notes validly offered for exchange or tendered for purchase in the Offers is subject to the pricing of, and signing of a subscription agreement for the purchase of, and subscription for, the Additional New Notes (the New Issue Condition).

 

Participation in the Offers

In order to:

 

(a)

participate in, and be eligible to receive New Notes pursuant to, the relevant Exchange Offer, Noteholders must validly offer Existing Notes for exchange by delivering, or arranging to have delivered on their behalf, a valid Exchange Instruction that is received by the Exchange and Tender Agent by the Expiration Deadline; or

(b)

participate in, and be eligible to receive the relevant Tender Price pursuant to, the relevant Tender Offer, Noteholders must validly tender Existing Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Exchange and Tender Agent by the Expiration Deadline.

 

Exchange Instructions and Tender Instructions must be submitted in respect of a minimum nominal amount of Existing Notes of a Series of EUR 50,000, being the minimum denomination of such Series, and may thereafter be submitted in integral multiples of EUR 1,000.

 

Tender Instructions which relate (including after any pro rata scaling) to a nominal amount of Existing Notes of less than EUR 50,000 will be rejected.

 

In addition, to participate in an Exchange Offer, Noteholders must validly offer for exchange sufficient Existing Notes of the relevant Series (the Minimum Exchange Offer Amount) to be eligible to receive, in accordance with the terms of the relevant Exchange Offer (and following any scaling of such offer for exchange, if applicable), a nominal amount of New Notes of at least the minimum denomination of the New Notes of EUR 100,000. In the case of any Noteholder who offers Existing Notes of a Series for exchange in an amount which (whether as a result of scaling of such offer for exchange or otherwise) is less than the relevant Minimum Exchange Offer Amount but more than EUR 50,000, such Noteholder will not be eligible to participate in the relevant Exchange Offer and will instead be deemed to have tendered such Existing Notes for purchase pursuant to the relevant Tender Offer. Exchange Instructions which relate (including after any pro rata scaling) to a nominal amount of Existing Notes of less than EUR 50,000 will be rejected.

 

Save as described in the previous paragraph, the Exchange Offers and the Tender Offers are alternative options available to Noteholders, and Noteholders who have submitted an Exchange Instruction or a Tender Instruction may not also submit a Tender Instruction or Exchange Instruction, as applicable, in respect of the same Existing Notes, without first validly revoking their original instruction.

 

Exchange Instructions and Tender Instructions may be revoked at any time from the time of their submission until the Revocation Deadline. Exchange Instructions and Tender Instructions will be irrevocable from the Revocation Deadline (and Exchange Instructions and Tender Instructions submitted after the Revocation Deadline will be irrevocable from the time of their submission),except in the limited circumstances described in the Offer Memorandum.

 

Indicative Timetable of Events

 

Event

Time and Date

Commencement of the Offers

31 March 2011

 

Announcement of New Issue Spread Range

As or around 10.00 a.m. (CET) on 6 April 2011

 

Revocation Deadline

4.00 p.m. (CET) on 6 April 2011

 

Expiration Deadline

5.00 p.m. (CET) on 6 April 2011

 

Announcement of (i) a non-binding indication of the level at which the Issuer expects to set the Final Acceptance Amount, and (ii) indicative details of any scaling

At or around 10.00 a.m. (CET) on 7 April 2011

 

Pricing Time

Determination of the New Issue Spread, the Final Acceptance Amount and of the Swap Rates, and calculation of (i) the Mid-Swap Rates and Interpolated Mid-Swap Rates and (ii) the Exchange Prices and Tender Prices and (iii) the New Issue Price.

 

At or around 2.00 p.m. (CET) on 7 April 2011

 

Announcement of Offer Results

Announcement of whether the New Issue Condition and (in respect of the Exchange Offers) the Minimum New Issue Size have been satisfied and, if satisfied, whether and the extent to which the Issuer will accept valid offers of Existing Notes for exchange and tenders of Existing Notes for purchase pursuant to the Offers. If so accepted, the Issuer will also announce (i) the Final Acceptance Amount and the final aggregate nominal amount of each Series accepted for exchange or purchase, as applicable, (ii) details of any scaling, (iii) the final aggregate nominal amount of New Notes to be issued,

(iv) the Minimum Exchange Offer Amount for each Series, (v) the New Issue Spread and (vi) the Exchange Prices, Tender Prices, New Issue Price and New Issue Coupon.

 

As soon as reasonably practicable after the Pricing Time

Expected Settlement Date

14 April 2011

 

The Issuer may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any Offer at any time (subject to applicable law and as provided in the Offer Memorandum),and the above times and dates are subject to the Issuer's right to so extend, re-open, amend and/or terminate any Offer.

 

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing 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 circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines set out above and in the Offer Memorandum.

 

The deadlines set by any such intermediary and each Clearing System for the submission of Exchange Instructions and Tender Instructions will be earlier than the relevant deadlines above and in the Offer Memorandum.

 

Unless stated otherwise, announcements in connection with the Offers will be made by the publication of such announcements through RNS and may also be (a) found on the relevant Reuters International Insider Screen, (b) made by the delivery of notices to the Clearing Systems for communication to Direct Participants and (c) made 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 from the Exchange and 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 Exchange and Tender Agent for the relevant announcements during the course of the Offers. In addition, Noteholders may contact the Joint Dealer Managers for information using the contact details below.

 

Noteholders are advised to read carefully the Offer Memorandum for full details of and information on the procedures for participating in the Offers.

 

Société Générale 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 either Joint Dealer Manager.



 

Joint Dealer Managers

Société Générale

The Royal Bank of Scotland plc

17, Cours Valmy

92987 Paris La Défense

France

135 Bishopsgate

London EC2M 3UR

United Kingdom

Telephone: +33 (0)1 42 13 87 36

Attention: Cyril Chatelain

Email: liability.management@sgcib.com

Telephone: +44 20 7085 3781 / 8056

Attention: Gianmarco Deiana / Andrew Burton

Email: liabilitymanagement@rbs.com

 

Questions and requests for assistance in connection with the delivery of Exchange Instructions and 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

 

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