TIDM0QNM TIDM12UW

RNS Number : 4365Z

Adecco Group AG

17 May 2019

Adecco Refinancing B.V. announces Results of Tender Offer in respect of the

EUR500,000,000 1.500 per cent. Notes due 22 November 2022 issued by Adecco International Financial Services B.V.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

17 May 2019. Adecco Refinancing B.V. (the Company) announces today the results of its invitation to holders of the outstanding EUR500,000,000 1.500 per cent. Notes due 22 November 2022 (ISIN: XS1237184533) (the Notes), issued by Adecco International Financial Services B.V. and guaranteed by Adecco Group AG (formerly known as Adecco S.A.), to tender their Notes for purchase by the Company for cash (such invitation the Offer).

The Offer was announced on 9 May 2019, and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 9 May 2019 (the Tender Offer Memorandum) prepared by the Company. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 16 May 2019.

The Company has received valid tenders of EUR210,027,000 in aggregate nominal amount of the Notes for purchase pursuant to the Offer. Subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, the Company announces that it has decided to set the Final Acceptance Amount at EUR199,995,000 in aggregate nominal amount of the Notes and, accordingly, that it will accept for purchase Notes validly tendered pursuant to the Offer, subject to pro rata scaling at a Scaling Factor of 96.5499 per cent., as further described in the Tender Offer Memorandum.

A summary of the final pricing and acceptance of the Offer appears below:

 
 Final Acceptance Amount    Scaling Factor     Purchase Yield     Purchase Price    Accrued Interest 
     EUR199,995,000        96.5499 per cent.   -0.10 per cent.  105.223 per cent.   0.736 per cent.

Subject to satisfaction or waiver of the New Financing Condition, the Settlement Date in respect of those Notes accepted for purchase is expected to be 20 May 2019. Following settlement of the Offer, EUR300,005,000 in aggregate nominal amount of the Notes will remain outstanding.

BNP Paribas and Credit Suisse Securities (Europe) Limited are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited is acting as Tender Agent.

 
                                     The Dealer Managers 
 
                 BNP Paribas                         Credit Suisse Securities (Europe) 
                                                                   Limited 
             10 Harewood Avenue                               One Cabot Square 
                London NW1 6AA                                  Canary Wharf 
                United Kingdom                                 London E14 4QJ 
                                                               United Kingdom 
         Telephone: +44 20 7595 8668                    Telephone: +44 20 7883 8763 
       Attention: Liability Management                 Attention: Liability Management 
  Email: liability.management@bnpparibas.com                        Group 
                                                Email: liability.management@credit-suisse.com 
                                       The Tender Agent 
 
                                Lucid Issuer Services Limited 
                                        Tankerton Works 
                                        12 Argyle Walk 
                                        London WC1H 8HA 
                                        United Kingdom 
                                  Telephone +44 20 7704 0880 
                           Attention: Arlind Bytyqi / David Shilson 
                                  Email: adecco@lucid-is.com

Further details relating to the contents of this announcement can be obtained from:

Nicholas de la Grense, CFA

Head of Investor Relations

Email: Nicholas.DeLaGrense@adeccogroup.com

Telephone: +41 44 296 9192

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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May 17, 2019 07:13 ET (11:13 GMT)

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