Adecco launches mandatory convertible bonds
(Thomson Reuters ONE) - Corporate news announcement processed and transmitted by Hugin AS.The issuer is solely responsible for the content of this announcement. ------------------------------------------------------------------------------------ THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FORRELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTOTHE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR TO ANYOTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BYAPPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PARTOF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE ORSUBSCRIBE FOR SECURITIES IN THE UNITED STATES, CANADA, JAPAN,AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULDBE UNLAWFUL TO DO SO.Zurich, Switzerland, October 20, 2009: Adecco Group, the world'sleading provider of HR solutions, today launches an offering of CHF900 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 representsenior secured limited recourse obligations of the Issuer. Atmaturity, the Bonds will be mandatorily convertible into fully paidordinary shares of Adecco SA (the "Shares"). The Bonds will beoffered in Switzerland and privately placed in reliance on RegulationS under the US Securities Act of 1933 (as amended) solely toinstitutional investors outside the United States, Canada, Australia,South Africa or Japan.The net proceeds of the offering will increase Adecco's financialflexibility and strengthen its balance sheet in conjunction with theannounced acquisition of MPS Group.On the basis of yesterday's closing price, up to 16.5 million Shareswill underlie the Bonds on issue, equivalent toCHF 900 million. Depending on the development of the share priceduring placement, and the final issue size of the Bonds, the numberof Shares underlying the Bonds may vary. The Shares underlying theBonds will be sourced from treasury shares and/or conditional sharecapital, at Adecco's election.Terms of the BondsThe Bonds will have a maturity of 3 years, will be issued at 100% ofthe principal amount and will be mandatorily convertible into Sharesat the maturity of the Bonds. The Bonds are expected to pay a couponin the range of 5.50% - 6.50% per annum. The minimum conversion pricewill be equal to the reference share price and the maximum conversionprice is expected to be set in the range between 120% and 125% of theminimum conversion price. The coupon and the maximum conversion pricewill be determined based on a bookbuilding process with the referenceprice of the Bonds being determined by the placement price of Sharesin a concurrent Equity Offering as described below.The offering allows Adecco to raise high quality capital whilstparticipating in the potential upside of its Shares. Due to theirspecific terms, Adecco expects that the Bonds will receive highequity credit treatment from rating agencies. The combination of theissue of the bonds and the acquisition of the MPS Group is expectedto result in a negative impact on the Adecco Group's corporate creditratings but the offering demonstrates Adecco's strong commitment toretain an investment grade rating.Deutsche Bank is acting as Global Co-ordinator for the offering andCredit Suisse and Deutsche Bank are acting as Joint Lead Managers andJoint Bookrunners for the offering.Concurrent Equity OfferingConcurrent with the offering of the Bonds, a bookbuilding for anaccelerated existing equity offering of Shares (the "EquityOffering") will be carried out by Credit Suisse and Deutsche Bank.The Equity Offering is being undertaken in order to coordinatepossible selling interest in the Shares on the part of potentialbondholders resulting from the issuance of the Bonds. The EquityOffering will be launched at an indicative amount of approximatelyCHF 600 million and its final size will be determined upon completionof a bookbuilding for the placement of the Bonds. The final price forthe bookbuilding of the Shares being offered in the Equity Offering(the "Placing Shares") will be used as the reference price for theBonds.The final terms of the Bonds and the concurrent Equity Offering areexpected to be announced today in a separate press release.Settlement of the Bonds is expected to occur on or around November15, 2009. The Bonds are intended to be listed and admitted to tradingon the SIX Swiss Exchange.Q3 2009 Market UpdateAdecco's trading in the third quarter of 2009 has developed fully inline with Adecco management expectations. Over the course of thethird quarter market conditions improved. Adecco will report Q3 2009results on November 5, 2009 at 7 a.m. (CET) 6 a.m. (GMT).Invitation to media and analyst conference callThere will be a media and analyst conference call at 10 a.m. (CET) 9a.m. (GMT). The dial-in numbers are as follows:UK / Global + 44 (0)207 107 06 11United States + 1 866 291 41 66Cont. Europe +41 (0)91 610 56 00Details for the webcast can be found at our Investor Relationssection at http://webcast.adecco.comContacts:Adecco Corporate Investor RelationsInvestor.relations(at)adecco.com or +41 (0) 44 878 89 89Adecco Corporate Press OfficePress.office(at)adecco.com or +41 (0) 44 878 87 87Forward-looking statementsInformation in this release may involve guidance, expectations,beliefs, plans, intentions or strategies regarding the future. Theseforward-looking statements involve risks and uncertainties. Allforward-looking statements included in this release are based oninformation 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 offuture performance and actual results could differ materially fromour current expectations. Numerous factors could cause or contributeto such differences. Factors that could affect the Company'sforward-looking statements include, among other things: global GDPtrends and the demand for temporary work; changes in regulation oftemporary work; intense competition in the markets in which theCompany competes; changes in the Company's ability to attract andretain qualified internal and external personnel or clients; thepotential impact of disruptions related to IT; any adversedevelopments in existing commercial relationships, disputes or legaland tax proceedings.About the Adecco GroupThe Adecco Group, based in Zurich, Switzerland, is the world'sleading provider of HR solutions. With over 29,000 FTE employees andmore than 5,800 offices, in over 60 countries and territories aroundthe world, Adecco Group offers a wide variety of services, connectingmore than 500,000 colleagues with over 100,000 clients every day. Theservices offered fall into the broad categories of temporarystaffing, permanent placement, outsourcing, consulting andoutplacement. The Adecco Group is a Fortune Global 500 company.Adecco S.A. is registered in Switzerland (ISIN: CH0012138605) withlistings on the SIX Swiss Exchange (ADEN) and on Euronext in France(ADE).THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ASOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN THE UNITEDSTATES. THE SECURITIES REFERRED TO HEREIN (INCLUDING THE BONDS ANDTHE REGISTERED SHARES OF ADECCO) HAVE NOT BEEN AND WILL NOT BEREGISTERED 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 ATRANSACTION NOT SUBJECT TO, OR PURSUANT TO AN APPLICABLE EXEMPTIONFROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANYSTATE SECURITIES LAWS. THIS ANNOUNCEMENT AND THE INFORMATIONCONTAINED HEREIN MAY NOT BE DISTRIBUTED OR SENT INTO THE UNITEDSTATES, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THESECURITIES DESCRIBED HEREIN WOULD BE PROHIBITED BY APPLICABLE LAWS.NO OFFERING OF THE BONDS OR THE SHARES IS BEING MADE IN THE UNITEDSTATES.THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING PROSPECTUS WITHINTHE MEANING OF ART. 1156 AND 652A OF THE SWISS CODE OF OBLIGATIONS,NOR A LISTING PROSPECTUS WITHIN THE MEANING OF THE LISTING RULES OFTHE SIX SWISS EXCHANGETHIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDEDAS INVESTMENT ADVICE AND DOES NOT CONSTITUTE OR FORM PART OF, ANDSHOULD NOT BE CONSTRUED AS AN OFFER OR AN INVITATION TO SELL, ORISSUE OR THE SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANYSECURITIES.ANY DECISION TO PURCHASE ANY OF THE SECURITIES SHOULD ONLY BE MADE ONTHE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THEPUBLICLY AVAILABLE INFORMATION RELATING TO THE ISSUER AND THE ADECCOGROUP OF COMPANIES (THE "GROUP") AND, IN THE CASE OF THE BONDS, THEOFFERING CIRCULAR. NEITHER CREDIT SUISSE NOR DEUTSCHE BANK AG (THE"JOINT BOOKRUNNERS") NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPTSANY LIABILITY ARISING FROM THE USE OF, OR MAKES ANY REPRESENTATION ASTO THE ACCURACY OR COMPLETENESS OF, THIS ANNOUNCEMENT, THE OFFERINGCIRCULAR OR THE PUBLICLY AVAILABLE INFORMATION OF THE GROUP.INVESTORS SHOULD CONSULT THEIR PROFESSIONAL ADVISERS TO ASCERTAIN THESUITABILITY OF THE BONDS OR THE SHARES AS AN INVESTMENT. THE JOINTBOOKRUNNERS ARE ACTING FOR THE ISSUER AND ADECCO S.A. AND FOR NO-ONEELSE IN CONNECTION WITH THE BOND OFFERING AND WILL NOT BE RESPONSIBLETO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO EACH OFITS RESPECTIVE CLIENTS NOR FOR PROVIDING ADVICE IN CONNECTION WITHTHE TRANSACTION.THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE INFORMATION CONTAINEDHEREIN AND THE OFFER AND SALE OF THE BONDS AND THE SHARES IN CERTAINJURISDICTIONS MAY BE RESTRICTED BY LAW. ANY PERSONS READINGANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCHRESTRICTIONS. THERE SHALL BE NO OFFER OR SALE OF THE BONDS OR THESHARES OR DISTRIBUTION OF THIS ANNOUNCEMENT, THE INFORMATIONCONTAINED HEREIN, OR ANY OTHER INFORMATION IN CONNECTION WITH THEBONDS OR THE SHARES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER,SOLICITATION, SALE OR DISTRIBUTION WOULD BE UNLAWFUL PRIOR TOQUALIFICATION 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 TOINVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER")AND (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2) OF THEORDER AND (III) PERSONS TO WHOM IT WOULD OTHERWISE BE LAWFUL TODISTRIBUTE 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 OROTHERWISE ACQUIRE SUCH BONDS WILL BE ENGAGED IN ONLY WITH, RELEVANTPERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT ORRELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.IN ADDITION, IF AND TO THE EXTENT THAT THIS ANNOUNCEMENT OR THEINFORMATION CONTAINED HEREIN IS COMMUNICATED IN, OR THE OFFER OFSECURITIES TO WHICH IT RELATES IS MADE IN, ANY EEA MEMBER STATE THATHAS IMPLEMENTED DIRECTIVE 2003/71/EC (TOGETHER WITH ANY APPLICABLEIMPLEMENTING MEASURES IN ANY MEMBER STATE, THE "PROSPECTUSDIRECTIVE"), THIS SUMMARY ANNOUNCEMENT AND THE OFFERING OF ANYSECURITIES DESCRIBED HEREIN ARE ONLY ADDRESSED TO AND DIRECTED ATPERSONS IN THAT MEMBER STATE WHO ARE QUALIFIED INVESTORS WITHIN THEMEANING OF THE PROSPECTUS DIRECTIVE (OR WHO ARE OTHER PERSONS TO WHOMTHE OFFER MAY LAWFULLY BE ADDRESSED) AND MUST NOT BE ACTED ON ORRELIED ON BY OTHER PERSONS IN THAT MEMBER STATE.AN INCENTIVE FEE MAY BE PAYABLE BY THE ISSUER TO THE JOINTBOOKRUNNERS IN RELATION TO THE OFFERING OF THE BONDS. FURTHERINFORMATION CAN BE OBTAINED FROM YOUR USUAL CONTACTS AT THE JOINTBOOKRUNNERS.http://hugin.info/100102/R/1348507/324571.pdf --- End of Message ---Adecco SASagereistrasse 10 Glattbrugg SwitzerlandWKN: 922031; ISIN: CH0012138605; Index: SLCI, SMI, SPI, SMIEXP;Listed: Main Market in SIX Swiss Exchange;
Datum: 20.10.2009 - 06:55 Uhr
Sprache: Deutsch
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