Adecco launches mandatory convertible bonds
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
Adecco Corporate Investor Relations
Investor.firstname.lastname@example.org or +41 (0) 44 878 89 89
Adecco Corporate Press Office
Press.email@example.com or +41 (0) 44 878 87 87
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.